As filed with the Securities and Exchange Commission on March 23, 2022 

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)

 

 

 

Andrew Kidd 

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 ¨   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. ¨

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 registers additional shares of common stock under the Registrant’s 2018 Stock Option and Incentive Plan (the “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, 2022, the number of shares of common stock reserved and available for issuance under the 2018 Plan increased by 2,708,628 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, Registration Statement on Form S-8 (File No. 333-237508) filed on March 31, 2020, and Registration Statement on Form S-8 (File No. 333-254665) filed on March 24, 2021 are effective. The information contained in the Registrant’s Registration Statement on Form S-8 (File No. 333-225801), Registration Statement on Form S-8 (File No. 333-237508), and Registration Statement on Form S-8 (File No. 333-254665) 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

 

 

 

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 23rd day of March, 2022.

 

  APTINYX INC.
     
  By: /s/ ANDREW KIDD
    Andrew Kidd
    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 Andrew Kidd 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/ ANDREW KIDD   Director and Chief Executive Officer
(Principal Executive Officer)
  March 23, 2022
Andrew Kidd        
         
/s/ ASHISH KHANNA   Chief Financial Officer and Chief Business Officer
(Principal Financial Officer and Principal Accounting Officer)
  March 23, 2022
Ashish Khanna        
         
/s/ NORBERT G. RIEDEL   Director and Executive Chairman   March 23, 2022
Norbert G. Riedel        
         
  /s/ PATRICK G. ENRIGHT   Director   March 23, 2022
Patrick G. Enright        
         
/s/ HENRY O. GOSEBRUCH   Director   March 23, 2022
Henry O. Gosebruch        
         
/s/ ELISHA P. GOULD III   Director   March 23, 2022
Elisha P. Gould III        
         
/s/ ROBERT J. HOMBACH   Director   March 23, 2022
Robert J. Hombach        
         
/s/ ADAM M. KOPPEL   Director   March 23, 2022
Adam M. Koppel        
         
/s/ JOAN W. MILLER   Director   March 23, 2022
Joan W. Miller        
         
/s/ GILMORE O’NEILL   Director   March 23, 2022
Gilmore O’Neill        
         
/s/ RACHEL E. SHERMAN   Director   March 23, 2022
Rachel E. Sherman        

 

 

 

Exhibit 5.1

 

March 23, 2022

 

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 2,708,628 shares (the “Shares”) of Common Stock, $0.01 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 23, 2022, 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, 2021.

 

/s/ Deloitte & Touche LLP

 

Chicago, Illinois 

March 23, 2022

 

 

 

 

Exhibit 107

  

Calculation Of Filing Fee Tables

 

Form S-8 

(Form Type)

 

Aptinyx Inc. 

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type  Title of Securities
to be Registered
  Fee Calculation
Rule
  Amount
to be
Registered(1)
  Proposed Maximum
Offering Price
per Share
   Proposed
Maximum
Aggregate
Offering Price
   Rate Fee   Amount of
Registration
Fee
 
Equity  Common stock, $0.01 par value per share  Rule 457(c) and 457(h)  2,708,628 shares(2)  $  3.11(3)  $8,423,834   $0.0000927   $780.89 
Total Offering Amounts          $8,423,834          
Total Fees Previously Paid                      
Total Fees Offset                      
Net Fee Due                    $780.89 

 

(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 2,708,628 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, 2022. 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, 2022.