As filed with the Securities and Exchange Commission on November 9, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARALEZ PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
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British Columbia, Canada
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98-1283375
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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7100 West Credit Avenue, Suite 101
Mississauga, Ontario, Canada, L5N 0E4
(Address of Principal Executive Offices)
Aralez Pharmaceuticals Inc.
Amended and Restated 2016 Long-Term Incentive Plan
(Full title of the plan)
Adrian Adams
Chief Executive Officer
Aralez Pharmaceuticals Inc.
7100 West Credit Avenue, Suite 101
Mississauga, Ontario L5N 0E4
(905) 876-1118
(Name, address and telephone number of agent for service)
With copies to:
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Adam M. Turteltaub, Esq.
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Eric L. Trachtenberg
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Russell L. Leaf, Esq.
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General Counsel
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Willkie Farr & Gallagher LLP
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Aralez Pharmaceuticals Inc.
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787 Seventh Avenue
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7100 West Credit Avenue, Suite 101
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New York, New York 10019
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Mississauga, Ontario L5N 0E4
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(212) 728-8000
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(905) 876-1118
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or 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. (Check one):
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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(Do not check if a smaller reporting company)
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Smaller reporting company
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o
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Emerging growth company
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o
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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.
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o
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CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount
to be
registered(1)
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Proposed
maximum
offering price
per share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee
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Common shares, without par value
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4,300,000
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$
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1.95
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$
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8,385,000
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$
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1,043.94
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(1) This Registration Statement on Form S-8 (this “Registration Statement”) covers 4,300,000 additional common shares, no par value per share (“Common Shares”), of Aralez Pharmaceuticals Inc. (the “Company” or the “Registrant”) which may be issued under the Aralez Pharmaceuticals Inc. Amended and Restated 2016 Long-Term Incentive Plan (the “Plan”). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional Common Shares which may be offered and issued pursuant to the Plan to prevent dilution resulting from adjustments as a result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments.
(2) Pursuant to Rule 457(c) and 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering are estimated solely for the purpose of calculating the amount of the registration fee and are based on the average of the high and low prices of the Registrant’s Common Shares as reported on the NASDAQ Stock Market LLC on November 3, 2017. Pursuant to Rule 457(h)(2) under the Securities Act, no separate fee is required to register plan interests.
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Aralez Pharmaceuticals Inc., hereby severally constitute and appoint each of Adrian Adams and Eric L. Trachtenberg, our true and lawful attorneys-in-fact, with full power to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement on Form S-8, and to file the same, with any exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and grant such attorneys-in-fact full power and authority to do all such things in our names and on our behalf in our capacities as officers and directors to enable Aralez Pharmaceuticals Inc. to comply with the provisions of the Securities Act, 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 any and all amendments to this Registration Statement.
Pursuant to the requirements of the Securities Act, 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/ Adrian Adams
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Chief Executive Officer
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November 9, 2017
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Adrian Adams
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(Principal Executive Officer)
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/s/ Scott Charles
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Chief Financial Officer
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November 9, 2017
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Scott Charles
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(Principal Financial Officer, Principal Accounting Officer)
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/s/ Neal F. Fowler
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Director
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November 9, 2017
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Neal F. Fowler
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/s/ Arthur S. Kirsch
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Director
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November 9, 2017
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Arthur S. Kirsch
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/s/ Kenneth B. Lee, Jr.
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Director
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November 9, 2017
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Kenneth B. Lee, Jr.
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/s/ Seth A. Rudnick, M.D.
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Director
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November 9, 2017
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Seth A. Rudnick, M.D.
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/s/ Rob Harris
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Director
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November 9, 2017
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Rob Harris
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/s/ F. Martin Thrasher
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Director
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November 9, 2017
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F. Martin Thrasher
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant, has signed this Registration Statement on November 9, 2017.
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AUTHORIZED U.S. REPRESENTATIVE
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By:
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/s/ Eric Trachtenberg
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Eric Trachtenberg
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Secretary
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Aralez Pharmaceuticals US Inc.
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