As filed with the Securities and Exchange Commission on February 3, 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
Yumanity Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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20-8436652
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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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40 Guest Street, Suite 4410
Boston, MA 02135
(617) 409-5300
(Address of Principal Executive Offices)
Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan
(Full Title of the Plans)
Richard Peters, M.D., Ph.D.
Chief Executive Officer
Yumanity Therapeutics, Inc.
40 Guest Street, Suite 4410
Boston, MA 02135
(617) 409-5300
(Name, address, including zip code, and telephone number, including area code, of agent
for service)
Copies to:
Stuart M. Cable, Esq.
Arthur McGivern, Esq.
Jesse Nevarez, Esq.
Goodwin Procter LLP
100
Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
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
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751,202 shares (2)
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$8.31 (3)
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$6,242,488.62 (3)
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$681.06
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Common Stock, $0.001 par value per share
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776,008 shares (4)
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$17.98 (5)
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$13,952,623.84 (5)
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$1,522.23
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Total
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1,527,210 shares
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$20,195,112.46
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$2,203.29
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
registration statement shall also cover any additional shares of common stock, $0.001 par value per share (Common Stock) which become issuable under the Yumanity Therapeutics, Inc. Amended and Restated 2018 Stock Option and Grant Plan
(the 2018 Yumanity Plan) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrants
outstanding shares of Common Stock.
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(2)
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Represents shares of Common Stock issuable upon the exercise of outstanding stock option awards under the 2018
Yumanity Plan as of December 22, 2020.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities
Act, and based on $8.31, the weighted average exercise price (rounded to the nearest cent) of the outstanding stock option awards under the 2018 Yumanity Plan as of December 22, 2020.
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(4)
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Represents shares of Common Stock issuable but unallocated under the 2018 Yumanity Plan as of December 22,
2020.
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(5)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the
Securities Act and based upon the average of the high and low prices reported for the Common Stock on the Nasdaq Capital Market on January 28, 2021.
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