Securities Registration: Employee Benefit Plan (s-8)
March 16 2023 - 7:38AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 16, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
CABALETTA BIO, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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82-1685768 |
(State or other jurisdiction of
incorporation) |
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(I.R.S. Employer
Identification No.) |
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2929 Arch Street, Suite 600
Philadelphia, PA |
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19104 |
(Address of principal executive offices) |
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(Zip Code) |
Cabaletta Bio, Inc. 2019 Stock Option and Incentive Plan
(Full title of the plan)
Steven Nichtberger
President and Chief Executive Officer
Cabaletta Bio, Inc.
2929
Arch Street, Suite 600
Philadelphia, PA 19104
(267) 759-3100
(Name, address, including zip code, 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.
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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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Emerging growth company |
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☒ |
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Smaller reporting 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. ☐
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 is filed to register the offer and sale of an additional 1,177,805
shares of the Registrants common stock, $0.00001 par value per share, to be issued under the Registrants 2019 Stock Option and Incentive Plan. This Registration Statement incorporates by reference the contents of the registration
statement on Form S-8, File No. 333-234367, filed by the
Registrant on October 29, 2019, relating to the Registrants 2019 Stock Option and Incentive Plan and 2019 Employee Stock Purchase Plan pursuant to General Instruction E.
Part II
Information Required in the Registration Statement
Refer to the Exhibit Index on the next page for a list of exhibits filed as part of this registration statement, which Exhibit
Index is incorporated herein by reference.
EXHIBIT INDEX
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Exhibit No. |
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Description of Exhibit |
4.1 |
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Third Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect (Incorporated by reference to Exhibit 3.1
of the Registrants Current Report on Form 8-K (File No. 001-39103) filed on October 30, 2019). |
4.2 |
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Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 of the registrants Current Report on Form 8-K (File No. 001-39103) filed on October 30, 2019). |
4.3 |
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Amendment No.
1 to the Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrants Quarterly Report on Form 10-Q (File No.
001-39103) filed with the SEC on May 12, 2022). |
4.4 |
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Amended and Restated Investors Rights Agreement by and among the Registrant and certain of its stockholders, dated January
2, 2019 (Incorporated by reference to Exhibit 4.2 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-234017) filed on October
16, 2019). |
5.1* |
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Opinion of Goodwin Procter LLP. |
23.1* |
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Consent of Ernst & Young, Independent Registered Public Accounting Firm. |
23.2* |
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Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
24.1* |
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Power of Attorney (included on signature page). |
99.1 |
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2019 Stock Option and Incentive Plan, and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the registrants
Registration Statement on Form S-1, as amended (File No. 333-234017) filed with the SEC on October 16, 2019). |
99.2 |
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2019 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.3 to the registrants Registration Statement on Form S-1, as amended (File No. 333-234017) filed with the SEC on October 16, 2019). |
107* |
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Filing Fee Table. |
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 the City of Philadelphia, Commonwealth of
Pennsylvania, on this 16th day of March, 2023.
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CABALETTA BIO, INC. |
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By: |
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/s/ Steven Nichtberger |
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Steven Nichtberger, M.D. |
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President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Steven Nichtberger and Anup Marda 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 Securities and Exchange 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 of 1933, this Registration Statement has been signed by the following person in the capacities and on the
date indicated.
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Name |
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Title |
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Date |
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/s/ Steven Nichtberger
Steven Nichtberger, M.D. |
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President, Chief Executive Officer and Director
(Principal Executive Officer) |
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March 16, 2023 |
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/s/ Anup Marda
Anup Marda |
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) |
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March 16, 2023 |
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/s/ Catherine Bollard
Catherine Bollard, M.D. |
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Director |
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March 16, 2023 |
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/s/ Scott C. Brun
Scott C. Brun, M.D. |
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Director |
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March 16, 2023 |
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/s/ Richard Henriques
Richard Henriques |
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Director |
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March 16, 2023 |
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/s/ Mark Simon
Mark Simon |
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Director |
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March 16, 2023 |
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