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)

 

 

 

Delaware   82-1685768

(State or other jurisdiction of

incorporation)

 

(I.R.S. Employer

Identification No.)

2929 Arch Street, Suite 600

Philadelphia, PA

  19104
(Address of principal executive offices)   (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.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Emerging growth company  
     Smaller reporting 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.  ☐

 

 

 


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 Registrant’s common stock, $0.00001 par value per share, to be issued under the Registrant’s 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 Registrant’s 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

 

Item 8.    Exhibits

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

 

Exhibit
No.
  

Description of Exhibit

    4.1    Third Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect (Incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K (File No. 001-39103) filed on October 30, 2019).
    4.2    Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K (File No. 001-39103) filed on October 30, 2019).
    4.3    Amendment No.  1 to the Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q (File No.  001-39103) filed with the SEC on May 12, 2022).
    4.4    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 Registrant’s Registration Statement on Form S-1, as amended (File No. 333-234017) filed on October  16, 2019).
    5.1*    Opinion of Goodwin Procter LLP.
  23.1*    Consent of Ernst & Young, Independent Registered Public Accounting Firm.
  23.2*    Consent of Goodwin Procter LLP (included in Exhibit 5.1).
  24.1*    Power of Attorney (included on signature page).
  99.1    2019 Stock Option and Incentive Plan, and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S-1, as amended (File No. 333-234017) filed with the SEC on October 16, 2019).
  99.2    2019 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-1, as amended (File No. 333-234017) filed with the SEC on October 16, 2019).
107*    Filing Fee Table.

 

*

Filed herewith.


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.

 

CABALETTA BIO, INC.
By:   /s/ Steven Nichtberger
  Steven Nichtberger, M.D.
  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 person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s 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.

 

Name

  

Title

 

Date

/s/ Steven Nichtberger

Steven Nichtberger, M.D.

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

  March 16, 2023

/s/ Anup Marda

Anup Marda

  

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

  March 16, 2023

/s/ Catherine Bollard

Catherine Bollard, M.D.

  

Director

  March 16, 2023

/s/ Scott C. Brun

Scott C. Brun, M.D.

  

Director

  March 16, 2023

/s/ Richard Henriques

Richard Henriques

  

Director

  March 16, 2023

/s/ Mark Simon

Mark Simon

  

Director

  March 16, 2023
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