As filed with the Securities and Exchange Commission on March 11, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
ALLENA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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45-2729920
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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One Newton Executive Park, Suite 202
Newton, Massachusetts 02462
(617) 467-4577
(Address of Principal Executive Offices)
Allena Pharmaceuticals, Inc. 2021 Inducement Equity Plan
(Full Title of the Plans)
Louis D. Brenner
Chief
Executive Officer
Allena Pharmaceuticals, Inc.
One Newton Executive Park, Suite 202
Newton, Massachusetts 02462
(617) 467-4577
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael H.
Bison, Esq.
Daniel Lang, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
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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☒
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Smaller reporting company
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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
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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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1,200,000 shares (2)
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$1.42(3)
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$1,704,000.00
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$185.91
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Common Stock, $0.001 par value per share
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400,000 shares (4)
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$1.67(5)
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$668,000.00 (5)
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$72.88
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Total
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1,600,000 shares
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$2,372,000.00
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$258.79
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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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Represents shares of common stock reserved for issuance under the Allena Pharmaceuticals, Inc. 2021 Inducement
Equity Plan (the Inducement Plan) as approved by the Board of Directors of Allena Pharmaceuticals, Inc. on January 23, 2021.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities
Act, and based on $1.42, the average of the reported high and low sales prices for a share of Common Stock on March 5, 2021 as reported on the Nasdaq Global Select Market. Pursuant to the Inducement Plan, the purchase price of the shares of
common stock reserved for issuance thereunder will be the fair market value of a share of common stock on the date of issuance.
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(4)
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Represents shares of common stock granted under the Inducement Plan as of the date of this Registration
Statement.
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(5)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the
Securities Act. The price per share and aggregate offering price are calculated on the basis of the exercise price of the inducement stock option award.
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Proposed sales to take place as soon after the effective date of the Registration Statement as awards are granted, exercised or distributed under the
above-named plans.