As filed with the Securities and Exchange Commission on March 31, 2020

Registration No. 333-        

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

 

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

APTINYX INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

45-4626057

(State or other jurisdiction of
incorporation or
organization)

 

(I.R.S. Employer
Identification
Number)

 

 

 

909 Davis Street, Suite 600
Evanston, IL
(Address of Principal
Executive Offices)

 

 

60201
(Zip Code)

 

Aptinyx Inc. 2018 Stock Option and Incentive Plan

(Full Title of the Plan)

Norbert G. Riedel, Ph.D.

Chief Executive Officer and President

Aptinyx Inc.

909 Davis Street, Suite 600

Evanston, IL 60201

(Name and address of agent for service)

 

(847) 871-0377

(Telephone number, including area code, of agent for service)

Copies to:

Mitchell S. Bloom, Esq.

Arthur R. McGivern, 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.

 

Large accelerated filer o

 

Accelerated filer o

Non-accelerated filer x

 

Smaller reporting company x

 

 

Emerging growth company x

 

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. o

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

Title of Securities
to be Registered

 

Amount
to be
Registered(1)

 

Proposed Maximum
Offering Price
per Share

 

Proposed
Maximum
Aggregate
Offering Price

 

Amount of
Registration
Fee

 

Common stock, $0.01 par value per share

 

2,690,601 shares

(2)

$

2.17

(3)

$

5,838,605

 

$

757.86

 

Total

 

2,690,601 shares

 

 

 

$

5,838,605

 

$

757.86

 

(1)          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 which become issuable under the Registrant’s 2018 Stock Option and Incentive Plan (the “2018 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 Registrant’s outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

(2)          Represents 2,690,601 shares of common stock reserved for issuance under the 2018 Plan which were automatically added to the shares authorized for issuance thereunder on January 1, 2019 and January 1, 2020. In addition to the shares registered under the 2018 Plan, to the extent that awards outstanding under the 2015 Stock Option and Grant Plan (the “2015 Plan”) as of the date of this Registration Statement are cancelled, forfeited or otherwise terminated without being exercised, the number of shares underlying such awards will be available for future grant under the 2018 Plan. The 2018 Plan provides that an additional number of shares will automatically be added to the shares authorized for issuance under the 2018 Plan on January 1 of each year. The number of shares added each year will be equal to the lesser of: (i) 4.0% of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) such amount as determined by the Compensation and Management Development Committee of the Registrant’s Board of Directors.

(3)          Estimated pursuant to Rule 457(c) and (h) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based on the average of the high and low prices for the common stock on The Nasdaq Global Select Market on March 25, 2020.

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 registers additional shares of common stock under the Registrant’s 2018 Plan.

 

The number of shares of common stock reserved and available for issuance under the 2018 Plan is subject to an automatic annual increase on each January 1, by an amount equal to the lesser of (i) 4.0% of the number of shares of common stock issued and outstanding on the immediately preceding December 31 or (ii) such amount as determined by the Administrator (as defined in the 2018 Plan), currently the Compensation and Management Development Committee of the Registrant’s Board of Directors. Accordingly, on January 1, 2019, the number of shares of common stock reserved and available for issuance under the 2018 Plan increased by 1,341,436 shares, and on January 1, 2020, the number of shares of common stock reserved and available for issuance under the 2018 Plan increased by 1,349,165 shares, for an aggregate increase of 2,690,601 shares.

 

The additional shares described above are of the same class as other securities relating to the 2018 Plan for which the Registrant’s Registration Statement on Form S-8 (File No. 333-225801) on June 21, 2018 are effective. The information contained in the Registrant’s Registration Statement on Form S-8 (File No. 333-225801) is hereby incorporated by reference pursuant to General Instruction E to Form S-8.

 

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

4.1

 

Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC by the Registrant on June 25, 2018 (File No. 001-38535)).

4.2

 

Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K, filed with the SEC by the Registrant on June 25, 2018 (File No. 001-38535)).

4.3

 

Specimen stock certificate evidencing the shares of common stock (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225150)).

4.4

 

Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders, dated December 11, 2017 (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225150)).

5.1*

 

Opinion of Goodwin Procter LLP.

23.1*

 

Consent of Deloitte & Touche LLP.

23.2*

 

Consent of Goodwin Procter LLP (included in Exhibit 5.1).

24.1*

 

Power of Attorney (included on signature page).

99.1

 

2018 Stock Option and Incentive Plan and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225150)).

 

*Filed Herewith

 

2

 

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 Evanston, State of Illinois, on the 31st day of March, 2020.

 

 

APTINYX INC.

 

 

 

 

By:

/s/ NORBERT G. RIEDEL

 

 

Norbert G. Riedel, Ph.D.

 

 

President, Chief Executive Officer and

 

 

Principal Executive Officer

 

POWER OF ATTORNEY AND SIGNATURES

 

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Norbert G. Riedel, Ph.D. and Ashish Khanna as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each 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 such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following person in the capacities and on the date indicated.

 

Name

 

Title

 

Date

/s/ NORBERT G. RIEDEL

 

Director, President and Chief Executive Officer (Principal Executive Officer)

 

March 31, 2020

Norbert G. Riedel, Ph.D

 

 

 

 

 

/s/ ASHISH KHANNA

 

Chief Financial Officer and Chief Business Officer (Principal Financial Officer and Principal Accounting Officer)

 

March 31, 2020

Ashish Khanna

 

 

 

 

 

/s/ WILBUR H. GANTZ III

 

 

Chairman of the Board of Directors

 

 

March 31, 2020

Wilbur H. Gantz III

 

 

 

 

 

/s/ PATRICK G. ENRIGHT

 

 

Director

 

 

March 31, 2020

Patrick G. Enright

 

 

 

 

 

/s/ HENRY O. GOSEBRUCH

 

 

Director

 

 

March 31, 2020

Henry O. Gosebruch

 

 

 

 

 

/s/ TERRY P. GOULD

 

 

Director

 

 

March 31, 2020

Terry P. Gould

 

 

 

 

 

/s/ ROBERT J. HOMBACH

 

 

Director

 

 

March 31, 2020

Robert J. Hombach

 

 

 

 

 

/s/ ADAM M. KOPPEL

 

 

Director

 

 

March 31, 2020

Adam M. Koppel, M.D., Ph.D.

 

/s/ RACHEL E. SHERMAN

 

 

 

Director

 

 

 

March 31, 2020

Rachel E. Sherman, M.D., M.P.H.

 

 

 

 

 

/s/ JAMES M. TOPPER

 

 

Director

 

 

March 31, 2020

James M. Topper, M.D., Ph.D.

 

 

 

 

 

3

Exhibit 5.1

 

 

Goodwin Procter LLP

100 Northern Avenue
Boston, MA 02210

 

goodwinlaw.com

 

+1 617 570 1000

 

March 31, 2020

 

Aptinyx Inc.

909 Davis Street, Suite 600

Evanston, IL 60201

 

Re:          Securities Being Registered under Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 2,690,601 shares (the “Shares”) of Common Stock, $0.01 par value per share, of  Aptinyx Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2018 Stock Option and Incentive Plan (the “Plan”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below.  We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

 

The opinion set forth below is limited to the Delaware General Corporation Law.

 

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

 

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement.  In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

 

 

Very truly yours,

 

 

 

/s/ GOODWIN PROCTER LLP

 

 

 

GOODWIN PROCTER LLP

 

2

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 30, 2020, relating to the financial statements of Aptinyx Inc. appearing in the Annual Report on Form 10-K of Aptinyx Inc. for the year ended December 31, 2019.

 

/s/ Deloitte & Touche LLP

 

Chicago, Illinois

March 31, 2020