As filed with the Securities and Exchange Commission on March 11, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Zynerba Pharmaceuticals, Inc.
(
Exact name of registrant as specified in its charter)
Delaware
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26-0389433
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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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80 W. Lancaster Avenue, Suite 300
(Address of Principal Executive Offices)
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19333
(Zip Code)
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ZYNERBA PHARMACEUTICALS, INC.
AMENDED AND RESTATED 2014 OMNIBUS INCENTIVE COMPENSATION PLAN
(Full Title of the Plan)
Armando Anido
Chairman and Chief Executive Officer
Zynerba Pharmaceuticals, Inc.
80 W. Lancaster Avenue, Suite 300
Devon, PA 19333
(Name and address of agent for service)
(484) 581-7505
(Telephone number, including area code, of agent for service)
with a copy to:
Rachael M. Bushey, Esq.
Jennifer L. Porter, Esq.
Pepper Hamilton LLP
3000 Two Logan Square
18
th
and Arch Streets
Philadelphia, PA 10193
(215) 981-4331
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
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o
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Accelerated filer
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x
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Non-accelerated filer
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o
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Smaller reporting company
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o
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Emerging growth company
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x
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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.
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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 (2)
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Proposed
Maximum
Aggregate
Offering Price (2)
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Amount of
Registration Fee
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Common Stock, par value $0.001 per share
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1,500,000 shares
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$
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4.66
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$
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6,990,000.00
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$
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847.19
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(1)
Represents shares of common stock, $0.001 par value per share, of the Registrant (the Common Stock) that were added to the shares authorized for issuance under the Zynerba Pharmaceuticals, Inc. Amended and Restated 2014 Omnibus Incentive Compensation Plan, as amended (the Plan), on January 2, 2019 pursuant to an evergreen provision contained in the Plan. Pursuant to such provision, as of the first trading day of January of each year, the number of shares authorized for issuance under the Plan is increased to the lesser of (i) ten percent (10%) of the issued and outstanding shares of Common Stock as of the last trading day in December of the immediately preceding calendar year, or (ii) 1,500,000 shares of Common Stock. Pursuant to Rule 416 of the Securities Act of 1933, as amended (the Securities Act), this registration statement shall also cover any additional shares of Common Stock which become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant.
(2) This estimate is made pursuant to Rule 457(h) of the Securities Act. The price shown is based upon the average of the high and low prices reported for the Common Stock on the NASDAQ Global Market on March 7, 2019.
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of registering an additional 1,500,000 shares of common stock, $0.001 par value per share (the Common Stock), of Zynerba Pharmaceuticals, Inc. (the Registrant) that were added to the shares authorized for issuance under the Zynerba Pharmaceuticals, Inc. Amended and Restated 2014 Omnibus Incentive Compensation Plan, as amended (the Plan) for which a Registration Statement on Form S-8 relating to the same employee benefit plan is effective.
The Registrant previously filed the Registration Statements on Form S-8 (File Nos. 333- 207973, 333-216968 and 333-223597) with the Securities and Exchange Commission (the Commission) to register 4,209,030 shares of Common Stock that were authorized for issuance under the Plan. Upon the effectiveness of this Registration Statement, an aggregate of 5,709,030 shares of Common Stock will be registered for issuance from time to time under the Plan. Pursuant to General Instruction E to Form S-8, the contents of the Registration Statements on Form S-8 (File Nos. 333-207973, 333-216968 and 333-223597) filed with the Commission on November 13, 2015, March 27, 2017 and March 12, 2018, are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the earlier registration statements are presented herein.
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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 Devon, Commonwealth of Pennsylvania, on this 11th day of March, 2019.
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ZYNERBA PHARMACEUTICALS, INC.
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By:
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/s/ Armando Anido
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Name:
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Armando Anido
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Title:
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Chief Executive Officer and Chairman of the Board of Directors
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POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Armando Anido and James Fickenscher, as his or her true and lawful attorney-in-fact and agent, 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 attorney-in-fact and agent 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 might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Armando Anido
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Chief Executive Officer and Chairman of the Board of Directors
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March 11, 2019
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Armando Anido
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(Principal Executive Officer)
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/s/ James Fickenscher
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Chief Financial Officer
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March 11, 2019
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James Fickenscher
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(Principal Financial and Accounting Officer)
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/s/John Butler
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Director
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March 11, 2019
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John Butler
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/s/ Warren D. Cooper
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Director
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March 11, 2019
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Warren D. Cooper
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/s/ William J. Federici
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Director
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March 11, 2019
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William J. Federici
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/s/ Thomas L. Harrison
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Director
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March 11, 2019
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Thomas L. Harrison
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/s/ Daniel L. Kisner
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Director
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March 11, 2019
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Daniel L. Kisner
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/s/ Kenneth I. Moch
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Director
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March 11, 2019
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Kenneth I. Moch
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/s/ Pamela Stephenson
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Director
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March 11, 2019
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Pamela Stephenson
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