As filed with the Securities and Exchange Commission on November 9, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ZAFGEN, INC.
(Exact
Name of Registrant as Specified in its Charter)
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Delaware
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20-3857670
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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Zafgen, Inc.
175 Portland Street, 4th Floor
Boston, Massachusetts 02114
(617) 622-4003
(Address of Principal Executive Offices)
Zafgen, Inc.
Non-Qualified
Stock Option Agreements for Inducement Awards
(Full Title of the Plans)
Jeffrey S. Hatfield
Chief Executive Officer
Zafgen, Inc.
175
Portland Street, 4th Floor
Boston, Massachusetts 02114
(Name and Address of Agent For Service)
Copy to:
Mitchell S. Bloom, Esq.
Danielle M. Lauzon, 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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1,650,000 shares (2)
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$3.40
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$5,610,000 (4)
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$679.93
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Common Stock, $0.001 par value per share
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225,000 shares (3)
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$6.46
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$1,453,500 (4)
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$176.16
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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
on Form S-8 (this
Registration Statement) shall also cover any additional shares of common stock, par value $0.001 per share (the Common Stock), of
Zafgen, Inc. (the Registrant) that may from time to time be offered or issued 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 Registrants Common Stock available for future issuance upon the exercise of stock
option awards granted on October 9, 2017 outside of the Registrants employee equity compensation plans to certain individuals to induce such individuals to accept employment with the Registrant.
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(3)
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Represents shares of Registrants Common Stock available for future issuance upon the exercise of stock
option awards granted on May 29, 2018 outside of the Registrants employee equity compensation plans to certain individuals to induce such individuals to accept employment with the Registrant.
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(4)
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In accordance with Rule 457(h) under the Securities Act, the proposed maximum aggregate offering prices for the
shares of the Registrants Common Stock have been computed based upon the prices at which the inducement options described above may be exercised.
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