Securities Registration: Employee Benefit Plan (s-8)
February 25 2021 - 4:46PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 25, 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
Apellis Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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27-1537290
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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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100 Fifth Avenue
Waltham, MA
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02451
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(Address of Principal Executive Offices)
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(Zip Code)
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2017 Stock Incentive Plan
2020 Inducement Stock Incentive Plan
(Full Title of the Plan)
Cedric Francois, M.D., Ph.D.
President and Chief Executive Officer
Apellis Pharmaceuticals, Inc.
100 Fifth Avenue
Waltham, MA 02451
(Name
and Address of Agent for Service)
(617) 977-5700
(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.
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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, $0.0001 par value per share
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3,345,189 shares(2)
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$45.04(3)
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$150,667,313(3)
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$16,438
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be
deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Represents (1) 3,045,189 additional shares of Common Stock authorized for issuance under the 2017 Stock
Incentive Plan (the 2017 Plan) and (2) 300,000 additional shares of Common Stock authorized for issuance under the 2020 Inducement Stock Incentive Plan (the 2020 Plan).
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act of 1933, as amended. The price per share and aggregate offering price are based on the average of the high and low prices of the registrants Common Stock as reported on the Nasdaq Global Select Market on February 23, 2021.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Apellis Pharmaceuticals, Inc., a Delaware
corporation (the registrant), to register (a) 3,045,189 additional shares of the registrants common stock, $0.0001 par value per share (Common Stock), issuable under the registrants 2017 Stock Incentive Plan (the
2017 Plan) and (b) 300,000 shares of Common Stock issuable under the 2020 Inducement Stock Incentive Plan (the 2020 Plan. Pursuant to General Instruction E to Form S-8, this
registration statement incorporates by reference the contents of (i)
the registration statement on Form S-8, File No. 333-221528,
filed by the registrant on November 13, 2017 relating to the 2017 Plan, (ii)
the registration statement on Form S-8, File No. 333-229876,
filed by the registrant on February 26, 2019 relating to the 2017 Plan, (iii)
the registration statement on Form S-8, File No. 333-236708,
filed by the registrant on February 27, 2020 relating to the 2017 Plan and (iv)
the registration statement on Form S-8, File No. 333-236710,
filed by the registrant on February 27, 2020 relating to the 2020 Plan, except (x) to the extent superseded hereby and (y) for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached
hereto is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 the City of Waltham,
Commonwealth of Massachusetts on this 25th day of February, 2021.
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APELLIS PHARMACEUTICALS, INC.
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By:
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/s/ Cedric Francois
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Cedric Francois, M.D., Ph.D.
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President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Apellis Pharmaceuticals, Inc., hereby severally constitute and appoint Cedric Francois, Timothy
Sullivan and David O. Watson and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable
Apellis Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, 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 said registration statement and any and all amendments thereto.
Pursuant to the requirements of the
Securities Act of 1933, as amended, 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/ Cedric Francois
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President, Chief Executive Officer and Director
(principal executive officer)
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February 25, 2021
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Cedric Francois, M.D., Ph.D.
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/s/ Timothy Sullivan
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Chief Financial Officer and Treasurer
(principal financial officer)
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February 25, 2021
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Timothy Sullivan
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/s/ Nicole Perry
Nicole Perry
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Vice President of Finance
(principal accounting
officer)
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February 25, 2021
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/s/ Gerald Chan, D.Sc.
Gerald Chan, D.Sc.
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Chairman of the Board of Directors
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February 25, 2021
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/s/ A. Sinclair Dunlop
A. Sinclair Dunlop
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Director
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February 25, 2021
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/s/ Paul Fonteyne
Paul Fonteyne
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Director
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February 25, 2021
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/s/ Alec Machiels
Alec Machiels
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Director
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February 25, 2021
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/s/ Stephanie Monaghan OBrien
Stephanie Monaghan OBrien
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Director
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February 25, 2021
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