Securities Registration: Employee Benefit Plan (s-8)
March 10 2022 - 7:36AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 10, 2022
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
GEMINI THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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85-1612845 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
Address Not Applicable1
(617) 401-4400
(Address of Principal Executive Offices)
Gemini Therapeutics, Inc. 2021 Stock Option and Incentive Plan
(Full Title of the Plans)
Georges Gemayel, Ph.D.
Interim President and Chief Executive Officer
Address Not Applicable1
(617) 401-4400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom, Esq.
Benjamin K. Marsh, Esq.
Goodwin Procter LLP
100
Northern Avenue
Boston, Massachusetts 02210
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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☒ |
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. ☐
1 |
In January 2022, the Company became a remote-first company. Accordingly, the Company does not currently
maintain a physical headquarters. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers 1,728,326 additional shares of Common Stock under the Gemini
Therapeutics, Inc. 2021 Stock Option and Incentive Plan (the Plan). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, beginning in
2022, by an amount equal to the lesser of: (i) four percent (4%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or (ii) such lesser number of shares of Common Stock as
determined by the Companys board of directors or the compensation committee of the Companys board of directors. Accordingly, on January 1, 2022, the number of shares of Common Stock reserved and available for issuance under
the Plan increased by 1,728,326. The additional shares are of the same class as other securities relating to the Plan for which the Registrants registration statement filed on Form S-8 filed with the
Securities and Exchange Commission on April 13, 2021 (File No. 333-255194), is effective. The
information contained in the Registrants registration statement on Form S-8 (Registration No. 333-255194) is hereby incorporated by reference pursuant to
General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, on March 10, 2022.
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GEMINI THERAPEUTICS, INC. |
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By: |
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/s/ Georges Gemayel |
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Georges Gemayel |
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Interim Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Georges Gemayel, Ph.D. as such persons
true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such persons name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said
attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following person in the capacities and on the date
indicated below.
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Name |
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Title |
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Date |
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/s/ Georges Gemayel |
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Executive Chair and Interim
Chief Executive Officer |
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March 10, 2022 |
Dr. Georges Gemayel |
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/s/ Brian Piekos |
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Principal Financial and
Principal Accounting Officer |
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March 10, 2022 |
Brian Piekos |
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/s/ Carl Gordon |
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Director |
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March 10, 2022 |
Dr. Carl Gordon |
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/s/ David Lubner |
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Director |
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March 10, 2022 |
David Lubner |
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/s/ Tuyen Ong |
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Director |
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March 10, 2022 |
Dr. Tuyen Ong |
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/s/ Jason Rhodes |
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Director |
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March 10, 2022 |
Jason Rhodes |
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/s/ Jim Tananbaum |
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Director |
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March 10, 2022 |
Dr. Jim Tananbaum |
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