As filed with the Securities and Exchange Commission on March 14, 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

 

 

SPERO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   46-4590683

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

675 Massachusetts Avenue, 14 th Floor

Cambridge, Massachusetts 02139

(Address, Including Zip Code, of Principal Executive Offices)

SPERO THERAPEUTICS, INC. 2017 STOCK INCENTIVE PLAN, AS AMENDED

(Full Title of the Plan)

Ankit Mahadevia, M.D., Chief Executive Officer and President

Spero Therapeutics, Inc.

675 Massachusetts Avenue, 14th Floor

Cambridge, Massachusetts 02139

(857) 242-1600

(Name, Address and 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.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  
     Emerging growth company  

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

 

 

Title of Securities

to be Registered

 

Amount

to be
Registered (1)

  Proposed
Maximum
Offering Price
Per Share (2)
 

Proposed
Maximum
Aggregate

Offering Price (2)

 

Amount of

Registration Fee

Common Stock, par value $0.001 per share

  607,324 shares   $11.95   $7,257,521.80   $879.62

 

 

(1)

The number of shares of common stock, par value $0.001 per share (“Common Stock”), of Spero Therapeutics, Inc. (the “Registrant”) stated above consists of additional shares of common stock available for issuance under the Spero Therapeutics, Inc. 2017 Stock Incentive Plan, as Amended (the “2017 Plan”) by operation of the 2017 Plan’s “evergreen” provision. The maximum number of shares which may be sold upon the exercise of such options or issuance of stock-based awards granted under the 2017 Plan are subject to adjustment in accordance with certain anti-dilution and other provisions of the 2017 Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future grant or issuance under the 2017 Plan are based on the average of the high and the low price of Registrant’s Common Stock as reported on The Nasdaq Global Select Market as of a date (March 8, 2019) within five business days prior to filing this Registration Statement.

 

 

 


EXPLANATORY NOTE

This Registration Statement registers an aggregate of 607,324 additional shares of the Registrant’s common stock reserved under the Spero Therapeutics, Inc. 2017 Stock Incentive Plan, as Amended (the “2017 Plan”), representing an increase of 607,324 shares reserved under the 2017 Plan effective January 1, 2019 by operation of the 2017 Plan’s “evergreen” provision. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 of the Registrant relating to an employee benefit plan is effective (SEC File No. 333-222060). The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-222060) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

Exhibit
Number
  

Exhibit Description

   Filed
Herewith
   Incorporated
by Reference
herein from
Form or
Schedule
    Filing Date      SEC File/
Reg. Number
 
  4.1    Form of Common Stock Certificate of the Registrant.        

S-1

(Exhibit 4.1)

 

 

    10/6/2017        333-220858  
  4.2    Amended and Restated Certificate of Incorporation of the Registrant.        

8-K

(Exhibit 3.1)

 

 

    11/6/2017        001-38266  
  4.3    Amended and Restated Bylaws of the Registrant.        

8-K

(Exhibit 3.2)

 

 

    11/6/2017        001-38266  
  4.4    2017 Stock Incentive Plan, as amended.        

10-Q

(Exhibit 10.1)

 

 

    12/14/2017        001-38266  
  4.5    Form of Stock Option Agreement under the 2017 Stock Incentive Plan, as amended.        

10-Q

(Exhibit 10.2)

 

 

    12/14/2017        001-38266  
  5.1    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.    X        
23.1    Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed as Exhibit 5.1).    X        
23.2    Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.    X        
24.1    Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement).    X        

 

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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 Cambridge, Massachusetts on March 14, 2019.

 

SPERO THERAPEUTICS, INC.
By:  

/s/ Ankit Mahadevia, M.D.

 

Ankit Mahadevia, M.D.

Chief Executive Officer and President

Each person whose signature appears below constitutes and appoints Ankit Mahadevia, M.D. and Joel Sendek, and each of them singly, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Spero Therapeutics, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their 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/ Ankit Mahadevia, M.D.

Ankit Mahadevia, M.D.

  

 

Chief Executive Officer and President and Director

(Principal Executive Officer)

 

 

March 14, 2019

/s/ Joel Sendek

Joel Sendek

  

Chief Financial Officer and Treasurer

(Principal Financial Officer and Principal

Accounting Officer)

  March 14, 2019

/s/ Milind Deshpande, Ph.D.

Milind Deshpande, Ph.D.

   Director   March 14, 2019

/s/ Jean-François Formela, M.D.

Jean-François Formela, M.D.

   Director   March 14, 2019

/s/ John C. Pottage, M.D.

John C. Pottage, M.D.

   Director   March 14, 2019

/s/ David P. Southwell

David P. Southwell

   Director   March 14, 2019

/s/ Frank E. Thomas

Frank E. Thomas

   Director   March 14, 2019

/s/ Patrick Vink, M.D.

Patrick Vink, M.D.

   Director   March 14, 2019

 

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