As filed with the Securities and Exchange Commission on March 24, 2021
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
|
Aptinyx Inc. 2018 Stock Option and Incentive Plan
(Full Title of the Plan)
Norbert G. Riedel, Ph.D.
Chief Executive Officer
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 ¨ | Accelerated filer ¨ | |
| 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. ¨
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 | 2,530,267 shares | (2) | $ | 3.21 | (3) | $ | 8,122,158 | $ | 886.13 | |||
| Total | 2,530,267 shares | $ | 8,122,158 | $ | 886.13 | |||||||
| (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 2,530,267 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, 2021. 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 18, 2021. |
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, 2021, the number of shares of common stock reserved and available for issuance under the 2018 Plan increased by 2,530,267 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) filed on June 21, 2018 and Registration Statement on Form S-8 (File No. 333-237508) filed on March 31, 2020 are effective. The information contained in the Registrant’s Registration Statement on Form S-8 (File No. 333-225801) and Registration Statement on Form S-8 (File No. 333-237508) 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
*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 24th day of March, 2021.
| APTINYX INC. | ||
| By: | /s/ NORBERT G. RIEDEL | |
| Norbert G. Riedel, Ph.D. | ||
| 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 and Chief Executive Officer (Principal Executive Officer) | March 24, 2021 | ||
| Norbert G. Riedel, Ph.D | ||||
|
/s/ ASHISH KHANNA |
Chief Financial Officer and Chief Business Officer (Principal Financial Officer and Principal Accounting Officer) | March 24, 2021 | ||
| Ashish Khanna | ||||
|
/s/ PATRICK G. ENRIGHT |
Chairman of the Board of Directors |
March 24, 2021 |
||
| Patrick G. Enright | ||||
|
/s/ HENRY O. GOSEBRUCH |
Director |
March 24, 2021 |
||
| Henry O. Gosebruch | ||||
|
/s/ ELISHA P. GOULD III |
Director |
March 24, 2021 |
||
| Elisha P. Gould III | ||||
|
/s/ ROBERT J. HOMBACH |
Director |
March 24, 2021 |
||
| Robert J. Hombach | ||||
|
/s/ ADAM M. KOPPEL |
Director |
March 24, 2021 |
||
|
Adam M. Koppel, M.D., Ph.D.
/s/ RACHEL E. SHERMAN |
Director |
March 24, 2021 |
||
| Rachel E. Sherman, M.D., M.P.H. |
3
Exhibit 5.1
March 24, 2021
Aptinyx Inc.
909 Davis Street, Suite 600
Evanston, IL 60201
| Re: | Securities Being Registered under Registration Statement on Form S-8 |
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 2,530,267 shares (the “Shares”) of Common Stock, $0.001 par value per share (“Common Stock”), of Aptinyx Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2018 Stock Option and Incentive Plan (the “2018 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 2018 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 |
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 24, 2021, 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, 2020.
/s/ Deloitte & Touche LLP
Chicago, Illinois
March 24, 2021