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

 

 

Agios Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   26-0662915

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

 

88 Sidney Street

Cambridge, MA

  02139
(Address of Principal Executive Offices)   (Zip Code)

2013 Stock Incentive Plan

2013 Employee Stock Purchase Plan

(Full Title of the Plan)

Jacqualyn A. Fouse, Ph.D.

Chief Executive Officer

Agios Pharmaceuticals, Inc.

88 Sidney Street

Cambridge, MA 02139

(Name and Address of Agent For Service)

(617) 649-8600

(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      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

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee

Common Stock, $0.001 par value per share

  2,509,091 (2)   $50.93 (3)   $127,788,005 (3)   $13,942

 

 

(1)

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.

(2)

Consists of (i)2,000,000 additional shares issuable under the 2013 Stock Incentive Plan, and (ii) 509,091 additional shares issuable under the 2013 Employee Stock Purchase Plan.

(3)

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, and based upon the average of the high and low sale prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on February 18, 2021.

 

 

 


Statement of Incorporation by Reference

This Registration Statement on Form S-8, relating to the 2013 Stock Incentive Plan of Agios Pharmaceuticals, Inc. (the “Registrant”) and the 2013 Employee Stock Purchase Plan of the Registrant, is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No.  333-190101, filed with the Securities and Exchange Commission on July 24, 2013 by the Registrant, relating to the Registrant’s 2007 Stock Incentive Plan, 2013 Stock Incentive Plan and 2013 Employee Stock Purchase Plan, (ii) the Registration Statement on Form S-8, File No. 333-193802, filed with the Securities and Exchange Commission on February 7, 2014, relating to the Registrant’s 2013 Stock Incentive Plan, (iii) the Registration Statement on Form S-8, File No.  333-201796, filed with the Securities and Exchange Commission on January 30, 2015, relating to the Registrant’s 2013 Stock Incentive Plan, (iv) the Registration Statement on Form S-8, File No.  333-209755, filed with the Securities and Exchange Commission on February 26, 2016, relating to the Registrant’s 2013 Stock Incentive Plan, (v) the Registration Statement on Form S-8, File No.  333-216106, filed with the Securities and Exchange Commission on February 16, 2017, relating to the Registrant’s 2013 Stock Incentive Plan, (vii) the Registration Statement on Form S-8, File No.  333-223031, filed with the Securities and Exchange Commission on February 14, 2018, relating to the Registrant’s 2013 Stock Incentive Plan, (viii) the Registration Statement on Form S-8, File No.  333-229669, filed with the Securities and Exchange Commission on February 14, 2019 relating to the Registrant’s 2013 Stock Incentive Plan, and (ix) the Registration Statement on Form S-8, File No.  333-236523, filed with the Securities and Exchange Commission on February 19, 2020 relating to the Registrant’s 2013 Stock Incentive Plan and the Registrant’s 2013 Employee Stock Purchase Plan, in each case except for Item 8, Exhibits.

 

Item 8.

Exhibits

 

Exhibit

Number

  

Description of Exhibit

   Incorporated by Reference  
   Form      File Number      Date of Filing      Exhibit
Number
     Filed
Herewith
 
4.1    Restated Certificate of Incorporation of the Registrant      8-K        001-36014        July 30, 2013        3.1     
4.2    Second Amended and Restated By-Laws of the Registrant      8-K        001-36014        December 19, 2018        3.1     
5.1    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant                  X  
23.1    Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)                  X  
23.2    Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm                  X  
24.1    Power of attorney (included on the signature pages of this registration statement)                  X  
99.1    2013 Stock Incentive Plan      S-1        333-189216        June 24, 2013        10.4     
99.2    2013 Employee Stock Purchase Plan      S-1        333-189216        June 24, 2013        10.7     


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 Cambridge, Commonwealth of Massachusetts, on this 25th day of February, 2021.

 

AGIOS PHARMACEUTICALS, INC.
By:  

/s/ Jacqualyn A. Fouse

  Jacqualyn A. Fouse, Ph.D.
  Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Agios Pharmaceuticals, Inc., hereby severally constitute and appoint Jacqualyn A. Fouse and Jonathan Biller, 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 Agios 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Jacqualyn A. Fouse

Jacqualyn A. Fouse, Ph.D.

  

Chief Executive Officer and Director

(Principal executive officer)

  February 25, 2021

/s/ Jonathan Biller

Jonathan Biller

   Chief Financial Officer and Head of Legal and Corporate Affairs
(Principal financial officer)
  February 25, 2021

/s/ Carman Alenson

Carman Alenson

   Vice President of Accounting, Treasury and Tax
(Principal accounting officer)
  February 25, 2021

/s/ Paul J. Clancy

Paul J. Clancy

   Director   February 25, 2021

/s/ Ian Clark

Ian Clark

   Director   February 25, 2021


/s/ Kaye Foster

Kaye Foster

  

Director

 

February 25, 2021

/s/ Maykin Ho

Maykin Ho, Ph.D.

  

Director

 

February 25, 2021

/s/ John M. Maraganore

John M. Maraganore, Ph.D.

  

Director

 

February 25, 2021

/s/ David Scadden

David Scadden, M.D.

  

Director

 

February 25, 2021

/s/ David P. Schenkein

David P. Schenkein, M.D

  

Director

 

February 25, 2021