As filed with the Securities and Exchange Commission on September 11, 2019
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Sarepta Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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93-0797222
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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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215 First Street, Suite 415
Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated 2013 Employee Stock Purchase Plan
(as Amended and Restated on June 27, 2016), as Further Amended
(Full title of the plan)
Douglas S. Ingram
President and Chief Executive Officer
Sarepta Therapeutics, Inc.
215 First Street, Suite 415
Cambridge, Massachusetts 02142
(Name and address of agent for service)
(617) 274-4000
(Telephone number, including area code, of agent for service)
Copies to:
Paul M. Kinsella
Ropes & Gray LLP
Prudential Tower
800
Boylston Street
Boston, Massachusetts 02199
(617) 951-7000
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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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, par value $0.0001 per share
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500,000 (2)
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$85.30 (3)
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$42,650,000.00
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$5,169.18
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement on Form S-8 (this Registration Statement) shall also cover shares of the Registrants common stock that become issuable under the Sarepta Therapeutics, Inc. Amended and
Restated 2013 Employee Stock Purchase Plan (as amended and restated on June 27, 2016), as further amended (the 2016 ESPP), to prevent dilution as a result of any stock dividend, stock split, recapitalization or similar transaction.
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(2)
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Represents shares of common stock reserved for future issuance under the 2016 ESPP as of the date of the
initial filing of this Registration Statement.
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(3)
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Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(c) and 457(h) under
the Securities Act, the proposed maximum offering price per share is calculated based on the average of the high and low prices for the Registrants common stock as reported on the Nasdaq Global Select Market on September 9,
2019.
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