Securities Registration: Employee Benefit Plan (s-8)
January 10 2022 - 4:32PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange Commission on January 10, 2022
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
(State of incorporation or organization)
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83-2771572
(I.R.S. Employer Identification No.)
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320 West 37th Street
New York, NY
(Address of
principal executive office)
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10018
(Zip Code)
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Immunovant, Inc. 2019 Equity Incentive Plan
(Full title of the plan)
Eve Renee Barnett
Chief
Financial Officer
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
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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3,918,849 (2)
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$8.04(3)
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$31,507,546
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$2,921
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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, 2021 to the aggregate number of shares of Common Stock 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 January 5, 2022.
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EXPLANATORY NOTE
We are filing this Registration Statement on Form S-8 with the Securities and Exchange Commission
(the SEC) for the purpose of registering an additional 3,918,849 shares of our Common Stock under the 2019 Plan, which shares of Common Stock are in addition to the shares of Common Stock registered on our Registration
Statements on Form S-8 (File Nos. 333-236665 and 333-239537), filed with the SEC on February 26, 2020 and June 29,
2020, respectively (the Prior Forms 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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Pursuant to General Instruction E to Form S-8, the contents of the Prior Forms S-8 are incorporated by reference herein. In addition, the following documents we filed with the SEC are incorporated by reference into this Registration Statement:
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(a)
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Our Annual Report on Form
10-K for the fiscal year ended March 31, 2021, filed with the SEC on June 1, 2021.
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(b)
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Our Quarterly Report on Form
10-Q for the quarter ended June 30, 2021, filed with the SEC on August 9, 2021.
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(c)
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Our Quarterly Report on Form
10-Q for the quarter ended September 30, 2021, filed with the SEC on November 5, 2021.
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(d)
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the information specifically incorporated by reference into our Annual Report on Form
10-K for the fiscal year ended March 31, 2021 from our Definitive Proxy Statement on Schedule
14A, filed with the SEC on August 12, 2021;
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(f)
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The description of the Common Stock, which is contained in our 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 us 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.
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 10th day of January, 2022.
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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., M.B.A.
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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. and Eve Renee
Barnett, 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
Peter Salzmann,
M.D., M.B.A.
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Chief Executive Officer and Director
(Principal Executive Officer)
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January 10, 2022
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/s/ EVE RENEE BARNETT
Eve Renee Barnett
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Chief Financial Officer
(Principal Financial
and Accounting Officer)
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January 10, 2022
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/s/ FRANK M. TORTI
Frank M. Torti, M.D.
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Executive Chairperson of the Board of Directors
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January 10, 2022
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/s/ ANDREW FROMKIN
Andrew Fromkin
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Director
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January 10, 2022
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/s/ DOUGLAS
HUGHES
Douglas
Hughes
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Director
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January 10, 2022
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/s/ GEORGE
MIGAUSKY
George
Migausky
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Director
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January 10, 2022
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/s/ ATUL PANDE
Atul Pande, M.D.
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Director
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January 10, 2022
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/s/ ERIC
VENKER
Eric Venker, M.D.,
Pharm.D.
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Director
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January 10, 2022
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