As filed with the Securities and Exchange Commission on March 8, 2019
Registration Statement No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PROTEOSTASIS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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20-8436652
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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80 Guest Street, Suite 500,
Boston, Massachusetts, 02135
(Address of principal executive offices) (Zip Code)
Proteostasis Therapeutics, Inc. 2016 Stock Option and Incentive Plan
Proteostasis Therapeutics, Inc. 2016 Employee Stock Purchase Plan
(Full title of the plan
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Meenu Chhabra
President
and Chief Executive Officer
Proteostasis Therapeutics, Inc.
80 Guest Street, Suite 500
Boston, Massachusetts
(Name and address of agent for service)
(617)
225-0096
(Telephone number, including area code, of agent for service)
With copies to:
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Janet Smart
VP, Intellectual Property and Legal Affairs
Proteostasis Therapeutics, Inc.
80 Guest Street, Suite 500
Boston, Massachusetts, 02135
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Mitchell S. Bloom, Esq.
John M. Mutkoski, Esq.
Goodwin Procter LLP
100
Northern Avenue
Boston, Massachusetts 02109
(617)
570-1000
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, 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.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Smaller reporting company
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☒
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Non-accelerated filer
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☐
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Emerging growth company
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☒
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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. ☒
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
(2)
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2016 Stock Option and Incentive Plan
Common Stock, $0.001 par value per share
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1,524,252 shares
(3)
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$4.23
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$6,447,585.96
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$781.45
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2016 Employee Stock Purchase Plan
Common Stock, $0.001 par value per share
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138,757 shares
(4)
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$4.23
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$586,942.11
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$71.14
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Total
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1,663,009 shares
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$852.59
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plans described herein.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities
Act, and based on $4.23, the average of the high and low sale prices of the registrants common stock as reported on the Nasdaq Global Market on March 6, 2019.
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(3)
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Represents an automatic increase to the number of shares available for issuance under the registrants
2016 Stock Option and Incentive Plan (the Plan), effective as of January 1, 2018. Shares available for issuance under the Plan were previously registered on registration statements on Form
S-8
filed with the Securities and Exchange Commission on March 31, 2016 (Registration
No. 333-210521).
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(4)
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Represents an automatic increase to the number of shares available for issuance under the registrants
2016 Employee Stock Purchase Plan (the ESPP), effective as of January 1, 2018. Shares available for issuance under the ESPP were previously registered on registration statements on Form
S-8
filed with the Securities and Exchange Commission on March 31, 2016 (Registration
No. 333-210521).
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