As filed with the Securities and Exchange Commission on March 29, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Entasis Therapeutics Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware
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82-4592913
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(State or other jurisdiction of
incorporation or organization)
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(IRS employer
identification number)
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35 Gatehouse Drive
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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2018 Equity Incentive Plan
2018 Employee Stock Purchase Plan
(Full titles of the plans)
Manoussos Perros, Ph.D.
Entasis Therapeutics Holdings Inc.
35 Gatehouse Drive
Waltham, MA 02451
(781) 810-0120
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Michael Gutch
Entasis Therapeutics Holdings Inc.
35 Gatehouse Drive
Waltham, MA 02451
(781) 810-8901
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Brent Siler
Jaime L. Chase
Cooley LLP
1299 Pennsylvania Avenue NW, Suite 700
Washington, D.C. 20004-2400
(202) 842-7800
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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 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
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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x
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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.
x
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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2018 Equity Incentive Plan
(Common stock, $0.001 par value per share)
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524,993
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(2)
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$
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6.775
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(4)
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$
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3,556,828
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(4)
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$
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431.09
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2018 Employee Stock Purchase Plan
(Common stock, $0.001 par value per share)
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131,248
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(3)
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$
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6.775
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(4)
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$
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889,449
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(4)
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$
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107.80
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TOTAL
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656,241
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$
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4,446,277
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$
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538.89
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(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
Securities Act
), this Registration Statement shall also cover any additional shares of common stock that become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without receipt of consideration which results in an increase in the number of Entasis Therapeutics Holdings Inc.s (the
Registrant
) outstanding shares of common stock, par value $0.001 per share (the
Common Stock
).
(2)
Represents additional shares of the Registrants Common Stock reserved for future grant under the Entasis Therapeutics Holdings Inc. 2018 Equity Incentive Plan (the
2018 Plan
) as a result of the automatic increase in shares reserved thereunder on January 1, 2019 pursuant to the terms of the 2018 Plan. The 2018 Plan provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the 2018 Plan on January 1, 2019 and ending on (and including) January 1, 2028 in an amount equal to the lesser of (a) 4% of the total number of shares of capital stock outstanding on December 31
st
of the preceding calendar year and (b) a number of shares of Common Stock designated by action of the Registrants board of directors prior to the first day of any calendar year.
(3)
Represents additional shares of the Registrants Common Stock reserved for issuance under the Entasis Therapeutics Inc. 2018 Employee Stock Purchase Plan (the
ESPP
) as a result of the automatic increase in shares reserved thereunder on January 1, 2019 pursuant to the terms of the ESPP. The ESPP provides that an additional number of shares will automatically be added annually to the shares authorized for issuance under the ESPP on January 1, 2019 and ending on (and including) January 1, 2028. The number of shares added each year will be equal to the lesser of: (a) 1% of the total number of shares of the Registrants capital stock outstanding on December 31 of the preceding calendar year; (b) 250,000 shares of Common Stock and (c) a number of shares of Common Stock designated by action of the Registrants board of directors prior to the first day of any calendar year.
(4)
Estimated pursuant to Rule 457(c) and Rule 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share and proposed maximum aggregate offering price are based on the average of the high and low sale prices of the Common Stock as reported on The Nasdaq Global Market on March 25, 2019.
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 March 29, 2019.
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Entasis Therapeutics Holdings Inc.
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By:
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/s/ Manoussos Perros, Ph.D.
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Manoussos Perros, Ph.D.
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President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Manoussos Perros, Ph.D. and Michael Gutch, Ph.D., and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Manoussos Perros, Ph.D.
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President, Chief Executive Officer and Director
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March 29, 2019
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Manoussos Perros, Ph.D.
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(
Principal Executive Officer
)
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/s/ Michael Gutch, Ph.D.
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Chief Financial Officer and Chief Business Officer
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March 29, 2019
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Michael Gutch, Ph.D.
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(
Principal Financial and Accounting Officer
)
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/s/ Nicholas Galakatos, Ph.D.
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Director
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March 29, 2019
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Nicholas Galakatos, Ph.D.
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/s/ Heather Behanna, Ph.D.
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Director
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March 29, 2019
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Heather Behanna, Ph.D.
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/s/ David C. Hastings
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Director
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March 29, 2019
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David C. Hastings
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/s/ Gregory Norden
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Director
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March 29, 2019
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Gregory Norden
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/s/ Heather Preston, M.D.
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Director
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March 29, 2019
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Heather Preston, M.D.
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/s/ Andrew J. Staples
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Director
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March 29, 2019
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Andrew J. Staples
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/s/ James N. Topper, M.D., Ph.D.
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Director
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March 29, 2019
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James N. Topper, M.D., Ph.D.
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