As filed with the Securities and Exchange
Commission on May 14, 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
BELLUS HEALTH INC.
(Exact name of registrant as specified
in its charter)
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Canada
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Not applicable
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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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275 Armand-Frappier Blvd.
Laval, Québec
Canada
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H7V 4A7
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(Address of Principal Executive Offices)
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(Zip Code)
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Stock Option Plan
(Full title of the plan)
C T Corporation System
1015 15th Street, NW
Suite 1000
Washington, District of Columbia 20005
(Name and address of agent for service)
(202) 572-3111
(Telephone number, including area code,
of agent for service)
Copy to:
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François Desjardins
BELLUS Health Inc.
275 Armand-Frappier Blvd.
Laval, Québec
Canada
(450) 680-4551
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Thomas M. Rose
Troutman Sanders LLP
401 9th Street, NW
Suite 1000
Washington, District of Columbia 20004
(757) 687-7715
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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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þ
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Smaller reporting company
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¨
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Emerging growth company
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þ
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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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¨
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CALCULATION OF REGISTRATION FEE
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Title of securities to be registered
(1)
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Amount to be
registered (2)
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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 shares, no par value, subject to outstanding options
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277,042 shares
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$3.43(3)
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$950,254.06
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$123.34
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Common shares, no par value, not subject to outstanding options
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1,716,639 shares
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$10.78(4)
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$18,505,368.42
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$2,402.00
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Total
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1,993,681 shares
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$19,455,622.48
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$2,525.34
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(1)
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Common shares, no par value, of BELLUS Health Inc. (the “Registrant”) pursuant
to the Registrant’s Stock Option Plan (effective May 15, 2012 and as amended February 26, 2020) (the “Plan”).
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(2)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities
Act”), this registration statement also covers an indeterminate number of additional common shares that may be offered
and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided in the Plan.
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(3)
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Based on the weighted average exercise price of $3.43 of options granted under the Plan
outstanding as of May 13, 2020.
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(4)
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Calculated in accordance with Rule 457(c) and (h) based on the average of the high and low
prices for the Registrant’s common shares reported on the Nasdaq Global Market on May 13, 2020, which was $10.78 per
share.
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INCORPORATION
by reference of contents
of
registration statement on form s-8
This
Registration Statement is being filed by the Registrant for the purpose of registering an additional 1,993,681 common shares issuable
pursuant to the Plan. These additional common shares are securities of the same class as other securities for which a Registration
Statement on Form S-8 of the Registrant relating to the same employee benefit plan is effective. The Registrant previously registered
common shares for issuance under the Plan under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission
(the “Commission”) on September 25, 2019 (File No. 333-233922), and subsequently amended by Post-Effective Amendment No. 1 filed with the Commission on April 21, 2020. Pursuant to General Instruction E to Form S-8, this Registration Statement hereby
incorporates by reference the contents of the Registration Statement referenced above.
PART
II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following exhibits
are filed as part of this registration statement:
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, 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 Laval, Province of Québec, Canada, on May 14, 2020.
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BELLUS
HEALTH INC.
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(Registrant)
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By:
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/s/ François Desjardins
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François Desjardins
Vice President, Finance
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POWERS OF ATTORNEY
KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Roberto Bellini and François Desjardins,
and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any and all amendments to the registration statement, and
to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents and each of them, 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 or she might
or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents of them or their substitute or substitutes,
may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities
indicated on May 14, 2020.
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Signature
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Title
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/s/ Roberto Bellini
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Chief Executive Officer and Director
(Principal Executive Officer)
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Roberto Bellini
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/s/ François Desjardins
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Vice President, Finance
(Principal Financial and Accounting Officer)
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François Desjardins
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/s/ Francesco Bellini
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Chairperson of the Board of Directors
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Francesco Bellini
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/s/ Youssef L. Bennani
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Director
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Youssef L. Bennani
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/s/ Franklin M. Berger
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Director
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Franklin M. Berger
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/s/ Clarissa Desjardins
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Director
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Clarissa Desjardins
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Director
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Chau Q. Khuong
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/s/ Pierre Larochelle
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Director
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Pierre Larochelle
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/s/ Joseph Rus
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Director
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Joseph Rus
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a)
of the Securities Act of 1933, as amended, the undersigned has signed this registration statement, solely in the capacity of the
duly authorized representative of BELLUS Health Inc. in the United States, in the City of Newark, State of Delaware, on May 14,
2020.
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PUGLISI & ASSOCIATES
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By:
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/s/ Donald J. Puglisi
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Name:
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Donald J. Puglisi
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Title:
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Managing Director
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Exhibit 5.1
May 14, 2020
BELLUS Health Inc.
275 Armand-Frappier Blvd.
Laval, Québec H7V 4A7
Canada
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Re:
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BELLUS Health Inc. – Registration Statement
on Form S-8
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Ladies and Gentlemen:
At your request, we have examined the form
of Registration Statement on Form S-8 (the “Registration Statement”) being filed by BELLUS Health Inc. (the
“Company”) with the United States Securities and Exchange Commission in connection with the registration under
the United States Securities Act of 1933, as amended (the “Act”), of 1,993,681 common shares of the Company
(the “Shares”), issuable under the Company’s Stock Option Plan (effective May 15, 2012 and as amended
February 26, 2020) (the “Plan”).
For the purpose of this opinion, we have
made such investigations and examined the originals, or duplicate, certified, conformed, facsimiled or photostatic copies of such
corporate records, agreements, documents and other instruments and have made such other investigations as we have considered necessary
or relevant for the purposes of this opinion. We have also examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers, or
other representatives of the Company, and such other documents as we have deemed necessary or appropriate as a basis for the opinion
set forth herein. This opinion is limited to the laws of Canada. We do not express any opinion on any laws other than the laws
of Canada.
In our examination, we have assumed the
legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us as certified, conformed, photostatic, electronic,
or facsimile copies and the authenticity of the originals of such documents. In making our examination of executed documents or
documents which may be executed, we have assumed that the parties thereto, other than the Company, had or will have the power,
corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite
action, corporate or other, and execution and delivery by such parties, of such documents and that such documents constitute or
will constitute valid and binding obligations of the parties thereto. We consent to the use of this opinion as an exhibit to the
Registration Statement. In giving this consent, however, we do not admit that we are “experts” within the meaning of
Section 11 of the Act as amended, or within the category of persons whose consent is required by Section 7 of the Act.
In connection with our opinions expressed
below, we have assumed that, at or prior to the time of the issuance of any such Shares, the authorization to issue the Shares
pursuant to the Plan will not have been modified or rescinded by the Board of Directors of the Company and there will not have
occurred any change in law affecting the validity or enforceability of such issuance of the Shares. We have also assumed that neither
the issuance of the Shares, nor the compliance by the Company with the terms of the Plan, will violate any applicable federal,
provincial or state law or will result in a violation of any provision of any instrument or agreement then binding upon the Company
or any restriction imposed by any court or governmental body having jurisdiction over the Company.
This opinion is limited to the laws of
Canada. We do not express any opinion on any laws other than the laws of Canada.
Based upon and subject to the foregoing,
as of the date hereof, we are of the opinion that, following their issuance upon the due exercise and full payment therefor in
accordance with the terms of the Plan, the Shares will, at the time of their issuance, be validly issued and outstanding as fully
paid and non-assessable common shares of the Company.
We consent to the use of this opinion as
an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons
whose consent is required under the Act or the rules and regulations promulgated thereunder.
This opinion is expressed as of the date
hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes of the facts
stated or assumed herein or any subsequent changes in the laws of Canada.
This opinion is provided solely for the
benefit of the addressee of this opinion in connection with the filing of the Registration Statement. This opinion may not be relied
upon by anyone else or used for any other purpose without our prior written consent.
Yours truly,
(signed) Davies Ward Phillips & Vineberg LLP
