As filed with the Securities and Exchange Commission on July 11, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IDERA PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
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04-3072298
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(State or other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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505 Eagleview Blvd., Suite 212
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Exton, Pennsylvania
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19341
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(Address of principal executive offices)
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(Zip Code)
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2017 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Vincent J. Milano
President and Chief Executive Officer
505 Eagleview Blvd., Suite 212
Exton, Pennsylvania 19341
(Name and address of agent for service)
(484) 348-1600
(Telephone number, including area code, of agent for service)
Copy to:
Justin W. Chairman, Esq.
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, PA 19103
(215) 963-5000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Emerging growth company
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
o
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered
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Amount to
be
registered
(1)
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Proposed
maximum
offering
price per
share (2)
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Proposed
maximum
aggregate
offering
price (2)
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Amount of
registration fee (3)
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Common Stock, par value $0.001 per share
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350,000
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$
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2.60
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$
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910,000
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$
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110.30
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(1)
This registration statement covers shares of the common stock, par value $.001 per share (the Common Stock) of Idera Pharmaceuticals, Inc. that may be offered or sold pursuant to the 2017 Employee Stock Purchase Plan, as amended (the Plan). In addition, in accordance with Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall be deemed to cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
(2)
Estimated pursuant to Paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee, based on the average of the high and low sales prices of shares of the Common Stock on July 8, 2019 as reported on the NASDAQ Capital Market.