As filed with the Securities and Exchange Commission on April 8, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
FORTE BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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26-1243872
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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1124 W Carson Street
MRL Building 3-320
Torrance, CA 90502
(310)
618-6994
(Address, including zip code, and telephone number, including area code, of
Registrants principal executive offices)
2017 Employee
Stock Purchase Plan
2017 Equity Incentive Plan
(Full title of the plan)
Paul A.
Wagner, Ph.D.
1124 W Carson Street
MRL Building 3-320
Torrance, CA 90502
(310)
618-6994
(Name, address, including zip code, and telephone number, including area code, of
agent for service)
Copies to:
Dan
Koeppen
Wilson Sonsini Goodrich & Rosati
Professional Corporation
12235 El Camino Real
San
Diego, CA 92130
Telephone: (858) 350-2300
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.
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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, $0.001 par value per share, reserved for
issuance pursuant to the 2017 Employee Stock Purchase Plan
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300,000(4)
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$28.15(2)
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$8,445,000
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$922
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Common Stock, $0.001 par value per share, reserved for
issuance pursuant to options outstanding under the 2017 Equity Incentive Plan
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513,224 (5)
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$33.12(3)
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$16,997,979
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$1,855
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TOTAL:
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813,224
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$25,442,979
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$2,777
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement shall also cover any additional shares of the Registrants common stock that become issuable under the 2017 Equity Incentive Plan (the 2017 EIP), the 2017 Employee Stock Purchase Plan (the 2017
ESPP),by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrants outstanding shares of common stock.
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(2)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the
basis of 85% of $33.12. Pursuant to the 2017 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the
offering period or (ii) the exercise date.
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(3)
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Estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the total
registration fee on the basis of $33.12 per share, which represents the average of the high and low prices of the Registrants common stock as reported on The Nasdaq Capital Market on April 5, 2021.
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(4)
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Represents 300,000 shares of common stock reserved for issuance under the 2017 ESPP.
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(5)
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Represents 513,224 shares of common stock reserved for issuance under the 2017 EIP.
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