Securities Registration: Employee Benefit Plan (s-8)
June 30 2020 - 6:26AM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange Commission on June 29, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
IMMUNOVANT, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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83-2771572
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(State of incorporation or organization)
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(I.R.S. Employer Identification No.)
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320 West 37th Street
New York, NY
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10018
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(Address of principal executive office)
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(Zip Code)
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Immunovant, Inc. 2019 Equity Incentive Plan
(Full title of the plans)
W. Bradford Middlekauff
General Counsel
Immunovant, Inc.
320
West 37th Street
New York, NY 10018
(917) 580-3099
(Name, address and telephone number, including area code, of agent for service)
Copies to:
John T.
McKenna
Alison A. Haggerty
Cooley LLP
3175 Hanover
Street
Palo Alto, CA 94304
(650) 843-5000
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or 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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2,186,215(2)
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$27.60(3)
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$60,339,534
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$7,833
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(1)
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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 (Common Stock) of Immunovant, Inc. (the Registrant) that become issuable under the
Registrants 2019 Equity Incentive Plan (the 2019 Plan) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected that results in an increase to the number of outstanding
shares of the Registrants common stock, as applicable.
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(2)
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Represents an automatic annual increase equal to 4% of the of the total number of shares of Common Stock
outstanding on March 31, 2020 to the aggregate number of Common Shares reserved for issuance under the 2019 Plan, pursuant to the terms of the 2019 Plan.
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(3)
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Estimated in accordance with Rule 457(h) and Rule 457(c) solely for the purpose of calculating the registration
fee on the basis of the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on June 24, 2020.
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EXPLANATORY NOTE
The Registrant is filing this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the SEC) for the purpose of registering an additional 2,186,215 shares of its Common Stock under the 2019 Plan, which shares of Common Stock are in addition to the shares of Common Stock registered on the
Registrants Registration Statement on Form S-8 (File No. 333-236665), filed with the SEC on February 26, 2020 (the Prior Form S-8). In accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
PART II
ITEM 3
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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The following documents filed by the Registrant with the SEC are incorporated by reference into this Registration Statement:
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(b)
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The Registrants Annual Report on Form
10-K for the fiscal year ended March 31, 2020, filed with the SEC on June 29, 2020.
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(c)
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The Registrants Current Report on Form
8-K, filed with the SEC on May 14, 2020.
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(d)
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The description of the Common Stock, which is contained in the Registrants Registration Statement on
Form 8-A, filed with the SEC on May 9, 2019 (File No. 001-38906) under the Securities Exchange Act of 1934, as amended (the Exchange
Act), including any amendment or report filed for the purpose of updating such description.
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All
documents, reports and definitive proxy or information statements filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing
of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
The Registrant maintains insurance policies that indemnify its directors and officers
against various liabilities arising under the Securities Act and the Exchange Act, that might be incurred by any director or officer in his or her capacity as such.
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 New York, New York on
this 29th day of June, 2020.
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IMMUNOVANT, INC.
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By:
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/s/ Peter Salzmann
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Peter Salzmann, M.D.
Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Salzmann, M.D., Pamela
Yanchik Connealy and W. Bradford Middlekauff, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for
him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with 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 and about the premises, 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 their or his or her substitute or substitutes, 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 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/ Peter Salzmann
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Chief Executive Officer and Director
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June 29, 2020
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Peter Salzmann, M.D.
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(Principal Executive Officer)
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/s/ Pamela Yanchik Connealy
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Chief Financial Officer
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June 29, 2020
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Pamela Yanchik Connealy
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(Principal Financial and Accounting Officer)
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/s/ Frank M. Torti
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Chairperson of the Board of Directors
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June 29, 2020
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Frank M. Torti, M.D.
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/s/ Andrew Fromkin
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Director
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June 29, 2020
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Andrew Fromkin
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/s/ Douglas Hughes
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Director
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June 29, 2020
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Douglas Hughes
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/s/ George Migausky
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Director
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June 29, 2020
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George Migausky
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/s/ Atul Pande
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Director
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June 29, 2020
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Atul Pande, M.D
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/s/ Eric Venker
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Director
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June 29, 2020
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Eric Venker, M.D.
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