As filed with the Securities and Exchange Commission on November 14, 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

 

 

SPERO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   46-4590683

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

675 Massachusetts Avenue, 14th Floor

Cambridge, Massachusetts

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

SPERO THERAPEUTICS, INC. 2017 STOCK INCENTIVE PLAN, AS AMENDED

(Full title of the plan)

Ankit Mahadevia, M.D., Chief Executive Officer and President

Spero Therapeutics, Inc.

675 Massachusetts Avenue, 14th Floor

Cambridge, Massachusetts 02139

(Name and address of agent of service)

(857) 242-1600

(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.   ☒

 

 

 


EXPLANATORY NOTE

This registration statement registers an aggregate of 2,000,000 additional shares of common stock of Spero Therapeutics, Inc. (the “Registrant”) reserved under the Spero Therapeutics, Inc. 2017 Stock Incentive Plan, as amended (the “2017 Plan”), representing an increase of 2,000,000 shares reserved under the 2017 Plan effective September 15, 2022. This registration statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-222060) relating to an employee benefit plan is effective. The information contained in the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on December 14, 2017 (File No. 333-222060) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

Exhibit
Number
  

Exhibit Description

   Filed
Herewith
    

Incorporated
by Reference
herein from
Form or
Schedule

   Filing
Date
     SEC File/
Reg. Number
 
4.1    Form of Common Stock Certificate of Registrant.      

Form S-1

(Exhibit 4.1)

     10/6/2017        333-220858  
4.2    Amended and Restated Certificate of Incorporation of the Registrant.      

Form 8-K

(Exhibit 3.1)

     11/6/2017        001-38266  
4.3    Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.      

Form 8-K

(Exhibit 3.1)

     8/18/2021        001-38266  
4.4    Amended and Restated Bylaws of the Registrant.      

Form 8-K

(Exhibit 3.2)

     11/6/2017        001-38266  
4.5    2017 Stock Incentive Plan, as amended.      

Form 8-K

(Exhibit 10.1)

     9/19/2022        001-38266  
4.6    Form of Stock Option Agreement under the 2017 Stock Incentive Plan, as amended.      

Form S-8

(Exhibit 4.6)

     9/20/2021        333-259662  
4.7    Form of Restricted Stock Unit Agreement under the 2017 Stock Incentive Plan, as amended.      

Form 8-K

(Exhibit 10.1)

     8/30/2021        001-38266  
5.1    Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.      X           
23.1    Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.      X           
23.2    Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed Exhibit 5.1).      X           
24.1    Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement.      X           
107    Filing Fee Table.      X           


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 November 14, 2022.

 

SPERO THERAPEUTICS, INC.
By:  

/s/ Ankit Mahadevia, M.D.

  Ankit Mahadevia, M.D.
  Chief Executive Officer and President

Each person whose signature appears below constitutes and appoints Ankit Mahadevia, M.D. and Satyavrat Shukla, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Spero Therapeutics, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or 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 the attorneys-in-fact and agents or any of each of them or their substitute 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 persons in the capacities and on the dates indicated.

 

Signature

  

Title

  

Date

/s/ Ankit Mahadevia, M.D.

Ankit Mahadevia, M.D.

  

Chief Executive Officer and President and Director

(Principal Executive Officer)

   November 14, 2022

/s/ Satyavrat Shukla

Satyavrat Shukla

  

Chief Financial Officer and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

   November 14, 2022

/s/ Milind Deshpande, Ph.D.

   Director    November 14, 2022
Milind Deshpande, Ph.D.      

/s/ Scott Jackson

   Director    November 14, 2022
Scott Jackson      

/s/ John C. Pottage, M.D.

   Director    November 14, 2022
John C. Pottage, M.D.      

/s/ Cynthia Smith

   Director    November 14, 2022
Cynthia Smith      

/s/ Frank E. Thomas

   Director    November 14, 2022
Frank E. Thomas      

/s/ Kathleen Tregoning

   Director    November 14, 2022
Kathleen Tregoning      

/s/ Patrick Vink, M.D.

   Director    November 14, 2022
Patrick Vink, M.D.      
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