Securities Registration: Employee Benefit Plan (s-8)
March 08 2017 - 4:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 8, 2017.
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PROTAGONIST THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
2834
|
|
94-0505495
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification Number)
|
521 Cottonwood Drive, Suite 100
Milpitas, California 95035
(408) 649-7370
(Address,
including zip code and telephone number, of Registrants principal executive offices)
Protagonist Therapeutics, Inc. 2016
Equity Incentive Plan
Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan
Dinesh V. Patel, Ph.D.
President and Chief Executive Officer
Protagonist Therapeutics, Inc.
521 Cottonwood Drive, Suite 100
Milpitas, California 95035
(408) 649-7370
(Name,
address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Kenneth L. Guernsey
Michael E. Tenta
Cooley
LLP
3175 Hanover Street
Palo Alto, California 94304
(650) 843-5000
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
Non-accelerated filer
|
|
☒ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Securities
to be Registered
|
|
Amount
to be
Registered
(1)
|
|
Proposed
Maximum
Offering
Price
per
Share
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
Common Stock, $0.0001 par value per share
|
|
|
|
|
|
|
|
|
Protagonist Therapeutics, Inc. 2016 Equity Incentive
Plan
|
|
668,891(2)
|
|
$13.58(3)
|
|
$9,083,539.78
|
|
$1,052.78
|
Protagonist Therapeutics, Inc. 2016 Employee Stock
Purchase Plan
|
|
167,222(4)
|
|
$13.58(3)
|
|
$2,270,874.76
|
|
$263.19
|
Total
|
|
836,113
|
|
|
|
$11,354,414.54
|
|
$1,315.98
|
|
|
(1)
|
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement shall also cover any additional shares of Registrants common stock that become
issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrants common stock, as
applicable.
|
(2)
|
Represents shares of common stock that were automatically added to the shares authorized for issuance under the Registrants 2016 Equity Incentive Plan, as amended (the 2016 Plan), on January 1,
2017 pursuant to an evergreen provision contained in the 2016 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2016 Plan automatically increases on January 1 of each year, starting on
January 1, 2017 and continuing through (and including) January 1, 2026 by 4% of the total number of shares of the Registrants capital stock outstanding on December 31 of the preceding fiscal year, or a lesser number of shares
determined by the Registrants board of directors.
|
(3)
|
Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $13.58 per share, the average of the high and low prices of the Registrants common
stock on March 6, 2017 as reported on the NASDAQ Global Market.
|
(4)
|
Represents shares of common stock that were automatically added to the shares authorized for issuance under the Registrants 2016 Employee Stock Purchase Plan (the 2016 ESPP) on January 1, 2017
pursuant to an evergreen provision contained in the 2016 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2016 ESPP automatically increases on January 1st of each year, starting on
January 1, 2017 and continuing through (and including) January 1, 2026 by the lesser of: (i) 1% of the total number of shares of the Registrants capital stock outstanding on December 31st of the preceding fiscal year,
(ii) 300,000 shares, or (iii) such other number of shares determined by the Registrants board of directors.
|
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of increasing the number of securities of the same class as other
securities for which a Registration Statement on Form S-8 relating to the 2016 Plan and 2016 ESPP is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2016 Plan and 2016 ESPP under the Registration
Statement on Form S-8 filed with the Securities and Exchange Commission on August 15, 2016 (File No. 333-213120). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of
the Registration Statement referenced above.
PART II
ITEM 3.
|
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
The following documents filed by the
Registrant with the SEC are incorporated by reference into this Registration Statement:
(a)
The contents of the earlier
registration statement on Form S-8 relating to the 2016 Plan and 2016 ESPP, previously filed with the SEC on August 15, 2016 (File No. 333-213120).
(b)
The Registrants Annual Report on Form 10-K for the year ended December 31, 2016, which includes audited financial
statements for the Registrants latest fiscal year, filed with the SEC on March 7, 2017.
(c)
The
Registrants Current Report on Form 8-K filed with the SEC on February 9, 2017.
(d)
The description of the
Registrants common stock which is contained in a registration statement on Form 8-A/A filed on August 9, 2016 (File No. 001-37852) under the Exchange Act of 1934, as amended, or the Exchange Act, including any amendment or report
filed for the purpose of updating such description.
(e)
All other reports and documents subsequently filed by the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the
date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 5.
|
INTERESTS OF NAMED EXPERTS AND COUNSEL
|
None.
ITEM 6.
|
INDEMNIFICATION OF DIRECTORS AND OFFICERS
|
Section 145 of the Delaware General
Corporation Law authorizes a court to award, or a corporations board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including
reimbursement for expenses incurred, arising under the Securities Act.
The Registrants amended and restated certificate of
incorporation and amended and restated bylaws provide that the Registrant will indemnify its directors and officers, and may indemnify its employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law. However,
Delaware law prohibits the Registrants certificate of incorporation from limiting the liability of the Registrants directors for the following:
|
|
|
any breach of the directors duty of loyalty to us or to our stockholders;
|
|
|
|
acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
|
|
|
|
unlawful payment of dividends or unlawful stock repurchases or redemptions; and
|
|
|
|
any transaction from which the director derived an improper personal benefit.
|
The Registrant has entered into indemnification agreements with each of its directors and
officers. These agreements provide for the indemnification of such persons for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were serving in
such capacity.
The Registrant may maintain insurance policies that indemnify its directors and officers against various liabilities
arising under the Securities Act and the Exchange Act that might be incurred by any director or officer in his capacity as such. The Registrant has obtained director and officer liability insurance to cover liabilities directors and officers may
incur in connection with their services to the Registrant.
|
|
|
Exhibit
Number
|
|
Description
|
|
|
4.1 (1)
|
|
Amended and Restated Certificate of Incorporation of Protagonist Therapeutics, Inc.
|
|
|
4.2 (2)
|
|
Amended and Restated Bylaws of Protagonist Therapeutics, Inc.
|
|
|
4.3 (3)
|
|
Specimen stock certificate evidencing the shares of common stock.
|
|
|
5.1
|
|
Opinion of Cooley LLP.
|
|
|
23.1
|
|
Consent of Cooley LLP (included in Exhibit 5.1).
|
|
|
23.2
|
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
|
|
|
24.1
|
|
Power of Attorney (included on the signature page of this Form S-8).
|
|
|
99.1 (4)
|
|
Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan and forms of stock option grant notice, option agreement, notice of exercise, restricted stock unit grant notice and restricted stock unit agreement thereunder.
|
|
|
99.2 (5)
|
|
Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan.
|
(1)
|
Filed as Exhibit 3.1(b) to Registrants Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
|
(2)
|
Filed as Exhibit 3.2(b) to Registrants Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
|
(3)
|
Filed as Exhibit 4.1 to Registrants Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
|
(4)
|
Filed as Exhibit 10.2 to Registrants Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
|
(5)
|
Filed as Exhibit 10.3 to Registrants Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
|
1.
The undersigned registrant hereby undertakes:
(a)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration statement;
Provided, however,
that paragraphs (a)(i)
and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(b)
That, for the
purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c)
To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering.
(d)
That, for the purpose of
determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to
this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary
prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or
referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
2.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
3.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milpitas, State of California, on this 8
th
day of March, 2017.
|
|
|
P
ROTAGONIST
T
HERAPEUTICS
, I
NC
.
|
|
|
By:
|
|
/s/ Dinesh V. Patel, Ph.D.
|
|
|
Dinesh V. Patel, Ph.D.
|
|
|
President and Chief Executive Officer
|
POWER OF ATTORNEY
K
NOW
A
LL
P
ERSONS
B
Y
T
HESE
P
RESENTS
, that each person whose signature appears below constitutes and appoints Dinesh V. Patel, Ph.D. and Thomas P. ONeil, and each or any one of them, as his or her true and lawful attorney-in-fact and
agent, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the
Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
|
|
Signature
|
|
|
|
Title
|
|
|
|
Date
|
|
|
|
|
|
/s/ Dinesh V. Patel, Ph.D.
Dinesh V. Patel, Ph.D.
|
|
|
|
President and Chief Executive Officer
(principal executive officer)
|
|
|
|
March 8, 2017
|
|
|
|
|
|
/s/ Thomas P. ONeil
Thomas P. ONeil
|
|
|
|
Chief Operating Officer
(principal financial and accounting officer)
|
|
|
|
March 8, 2017
|
|
|
|
|
|
/s/ Harold E. Selick, Ph.D.
Harold E. Selick, Ph.D.
|
|
|
|
Chairman of the Board of
Directors
|
|
|
|
March 8, 2017
|
|
|
|
|
|
/s/ Chaitan Khosla, Ph.D.
Chaitan Khosla, Ph.D.
|
|
|
|
Director
|
|
|
|
March 8, 2017
|
|
|
|
|
|
/s/ Julie Papanek
Julie Papanek
|
|
|
|
Director
|
|
|
|
March 8, 2017
|
|
|
|
|
|
/s/ Armen B. Shanafelt, Ph.D.
Armen B. Shanafelt, Ph.D.
|
|
|
|
Director
|
|
|
|
March 8, 2017
|
|
|
|
|
|
/s/ William D. Waddill
William D. Waddill
|
|
|
|
Director
|
|
|
|
March 8, 2017
|
EXHIBIT INDEX
|
|
|
Exhibit
Number
|
|
Description
|
|
|
4.1 (1)
|
|
Amended and Restated Certificate of Incorporation of Protagonist Therapeutics, Inc.
|
|
|
4.2 (2)
|
|
Amended and Restated Bylaws of Protagonist Therapeutics, Inc.
|
|
|
4.3 (3)
|
|
Specimen stock certificate evidencing the shares of common stock.
|
|
|
5.1
|
|
Opinion of Cooley LLP.
|
|
|
23.1
|
|
Consent of Cooley LLP (included in Exhibit 5.1).
|
|
|
23.2
|
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
|
|
|
24.1
|
|
Power of Attorney (included on the signature page of this Form S-8).
|
|
|
99.1 (4)
|
|
Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan and forms of stock option grant notice, option agreement, notice of exercise, restricted stock unit grant notice and restricted stock unit agreement thereunder.
|
|
|
99.2 (5)
|
|
Protagonist Therapeutics, Inc. 2016 Employee Stock Purchase Plan.
|
(1)
|
Filed as Exhibit 3.1(b) to Registrants Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
|
(2)
|
Filed as Exhibit 3.2(b) to Registrants Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
|
(3)
|
Filed as Exhibit 4.1 to Registrants Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
|
(4)
|
Filed as Exhibit 10.2 to Registrants Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
|
(5)
|
Filed as Exhibit 10.3 to Registrants Registration Statement on Form S-1 (File No. 333-212476), filed with the Securities and Exchange Commission on August 1, 2016, and incorporated herein by reference.
|
Protagonist Therapeutics (NASDAQ:PTGX)
Historical Stock Chart
From Mar 2024 to Apr 2024
Protagonist Therapeutics (NASDAQ:PTGX)
Historical Stock Chart
From Apr 2023 to Apr 2024