Securities Registration: Employee Benefit Plan (s-8)
June 12 2020 - 8:12AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on June 12, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Catabasis Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in
Its Charter)
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Delaware
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26-3687168
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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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100 High Street
Floor 28
Boston, Massachusetts
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02110
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(Address of Principal Executive Offices)
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(Zip Code)
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Amended and Restated 2015 Stock Incentive
Plan
2015 Employee Stock Purchase Plan
(Full Title of the Plan)
Jill C. Milne, Ph.D.
President and Chief Executive Officer
100 High Street
Floor 28
Boston, Massachusetts 02110
(Name and Address of Agent For Service)
(617) 349-1971
(Telephone Number, Including Area Code,
of Agent For Service)
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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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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x
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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. x
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
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Proposed
Maximum
Aggregate
Offering
Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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2,036,470 shares
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$6.26(2)
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$12,748,302.20(2)
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$1,655.00
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration
statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and
457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s
Common Stock as reported on The Nasdaq Global Market on June 8, 2020.
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Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the
Amended and Restated 2015 Stock Incentive Plan and 2015 Employee Stock Purchase Plan of Catabasis Pharmaceuticals, Inc. (the
“Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities
for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration
Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-206394, filed with the Securities and Exchange Commission on August 14, 2015 by the Registrant, relating to the Registrant’s Amended
and Restated 2008 Equity Incentive Plan, 2015 Stock Incentive Plan and 2015 Employee Stock Purchase Plan, the Registration Statement
on Form S-8, File No. 333-210229, filed with the Securities and Exchange Commission on March 16, 2016 by the Registrant,
relating to the Registrant’s 2015 Stock Incentive Plan and 2015 Employee Stock Purchase Plan, the Registration Statement
on Form S-8, File No. 333-216793, filed with the Securities and Exchange Commission on March 17, 2017 by the Registrant,
relating to the Registrant’s 2015 Stock Incentive Plan and 2015 Employee Stock Purchase Plan, the Registration Statement
on Form S-8, File No. 333-223721, filed with the Securities and Exchange Commission on March 16, 2018 by the Registrant,
relating to the Registrant’s 2015 Stock Incentive Plan and 2015 Employee Stock Purchase Plan, and the Registration Statement
on Form S-8, File No. 333- 229643, filed with the Securities and Exchange Commission on February 13, 2019 by the Registrant,
relating to the Registrant’s Amended and Restated 2015 Stock Incentive Plan and 2015 Employee Stock Purchase Plan, except
in each case for Item 8, Exhibits.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 Boston, Commonwealth of Massachusetts, on this 12th day of June, 2020.
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CATABASIS PHARMACEUTICALS, INC.
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By:
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/s/ Jill C. Milne
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Jill C. Milne, Ph.D.
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President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Catabasis Pharmaceuticals, Inc.,
hereby severally constitute and appoint Jill C. Milne, Ph.D. and Noah C. Clauser , and each of them singly, our true and lawful
attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below,
the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Catabasis
Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the
Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys,
or any of them, to said registration statement and any and all amendments thereto. 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.
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Signature
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Title
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Date
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/s/ Jill C. Milne, Ph.D.
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President and Chief Executive Officer and Director (Principal Executive Officer)
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June 12, 2020
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Jill C. Milne, Ph.D.
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/s/ Noah C. Clauser
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Vice President of Finance and Treasurer (Principal Financial Officer and Principal Accounting Officer)
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June 12, 2020
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Noah C. Clauser
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/s/ Kenneth Bate
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Chairman of the Board of Directors
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June 12, 2020
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Kenneth Bate
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/s/ Burt Adelman, M.D.
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Director
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June 12, 2020
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Burt Adelman, M.D.
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/s/ Joanne T. Beck, Ph.D.
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Director
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June 12, 2020
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Joanne T. Beck, Ph.D.
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/s/ Hugh Cole
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Director
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June 12, 2020
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Hugh Cole
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/s/ Michael Kishbauch
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Director
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June 12, 2020
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Michael Kishbauch
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/s/ Gregg Lapointe
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Director
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June 12, 2020
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Gregg Lapointe
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