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Delaware
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93-0948554
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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5777 Central Avenue, Suite 102
Boulder, CO
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80301
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
Non-accelerated filer
Emerging growth company
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☐
☐
☐
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(Do not check if a smaller reporting company)
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Accelerated filer
Smaller reporting company
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☐
☒
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Title of
Securities To Be Registered
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Amount to
Be Registered
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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(3)
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Common stock, $0.01 par value, under the 2020 Omnibus Long-Term Incentive Plan (1)
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2,333,587 shares
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$1.18
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$2,753,633
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$95.73
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(1)
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Based on (i) 625,000 shares approved for issuance under the 2020 Omnibus Long-Term Incentive Plan (the “Plan”) plus (ii) 1,654,198 outstanding shares under the 2009 Equity Incentive Plan, as amended, and the Amended and Restated Stock Incentive Plan of Vical Incorporated (the “Prior Plans”) and (iii) 54,389 shares available for issuance under the Prior Plans.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the “Securities Act”). The price per share and aggregate offering price are based upon the average of the high and low prices of Company’s common stock on April 23, 2020, as reported by the Nasdaq Capital Market
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(3)
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Excludes fees in the amount of $261.69 that were previously paid, which are associated with 1,780,587 shares that were previously registered under the Prior Plans.
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•
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the Company’s Current Reports on Form 8-K filed on March 18, 2020, April 3, 2020, April 14, 2020 and April 20, 2020;
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•
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the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”), which was filed on March 30, 2020 (as amended by Amendment No. 1 to the Proxy Statement filed on April 3, 2020);
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•
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the Company’s Annual Report on Form 10-K filed on March 18, 2020; and
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•
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the description of the Company’s common stock contained in the Company’s registration statement on Form S-8 filed with the SEC on September 10, 2019, including any amendment or report filed for the purpose of updating such description.
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•
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for any breach of the director’s duty of loyalty to the corporation or its stockholders;
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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
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for acts related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or
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for any transaction from which the director derived an improper personal benefit.
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Exhibit
Number
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Exhibit
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Amended and Restated Certificate of Incorporation, as currently in effect (incorporated by reference to Exhibit 3.2 filed with the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2019)
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Amended and Restated Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on September 3, 2019)
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Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-8 filed with the SEC on September 10, 2019)
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Opinion of Mayer Brown LLP
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Consent of Ernst & Young LLP
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Consent of Mayer Brown LLP (reference is made to Exhibit 5.1)
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Power of Attorney (contained on the signature page of this registration statement)
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2020 Omnibus Long-Term Incentive Plan (incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 3, 2020)
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Amended and Restated Stock Incentive Plan of Vical Incorporated (incorporated by reference to Exhibit 99.1 filed with the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2017)
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Equity Incentive Plan of Brickell Biotech, Inc. (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on September 10, 2019)
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Description of Capital Stock (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 filed with the SEC on September 10, 2019)
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BRICKELL BIOTECH, INC.
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By:
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/s/ Robert B. Brown
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Robert B. Brown
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Chief Executive Officer
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Signature
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Title
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Date
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/s/ Robert B. Brown
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Chief Executive Officer and Director (Principal Executive Officer)
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April 27, 2020
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Robert B. Brown
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/s/ R. Michael Carruthers
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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April 27, 2020
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R. Michael Carruthers
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/s/ Jose Breton
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Controller and Chief Accounting Officer
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April 27, 2020
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Jose Breton
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/s/ Reginald L. Hardy
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Co-Founder and Chairman of the Board of Directors
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April 27, 2020
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Reginald L. Hardy
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/s/ George Abercrombie
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Director
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April 27, 2020
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George Abercrombie
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/s/ Gary A. Lyons
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Director
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April 27, 2020
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Gary A. Lyons
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/s/ Vijay B. Samant
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Director
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April 27, 2020
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Vijay B. Samant
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/s/ Dennison T. Veru
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Director
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April 27, 2020
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Dennison T. Veru
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