As filed with the Securities and Exchange Commission
on April 19, 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
BELLUS HEALTH INC.
(Exact name of registrant as specified in its
charter)
| Canada |
Not applicable |
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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275 Armand-Frappier Blvd.
Laval, Québec
Canada |
H7V 4A7 |
| (Address of Principal Executive Offices) |
(Zip Code) |
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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Ramzi Benamar
BELLUS Health Inc.
275 Armand-Frappier Blvd.
Laval, Québec
Canada
(450) 680-4551 |
Mitchell S. Bloom
Danielle Lauzon
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 022110
(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 |
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Accelerated filer |
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| Non-accelerated filer |
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x |
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Smaller reporting company |
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Emerging growth company |
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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 |
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INCORPORATION
by reference of contents
of registration
statement on form s-8
This Registration Statement
is being filed by BELLUS Health Inc. (the “Registrant”) for the purpose of registering an additional 3,897,751 common shares
issuable pursuant to the Registrant’s Stock Option Plan, as amended (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), as amended by Post-Effective Amendment No. 1, filed with the Commission on April 21, 2020, and Post-Effective
Amendment No. 2, filed with the Commission on April 19, 2022, as well as a Registration Statement on Form S-8, filed with the Commission on May 14, 2020 (File No. 333-238274), as amended by Post-Effective Amendment No. 1, filed with the Commission
on April 19, 2022. Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference
the contents of the Registration Statements referenced above.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following exhibits are
filed as part of this registration statement:
* Filed herewith.
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 April 19, 2022.
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BELLUS Health Inc. |
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By: | /s/ Ramzi Benamar |
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| Name: Ramzi Benamar |
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| Title: Chief Financial Officer |
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints Roberto Bellini and Ramzi Benamar, 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 April 19, 2022.
| 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) |
| Roberto Bellini |
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| /s/ Ramzi Benamar |
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Chief Financial Officer
(Principal Financial and Accounting Officer) |
| Ramzi Benamar |
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| /s/ Francesco Bellini |
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Chairperson of the Board of Directors |
| Francesco Bellini |
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| /s/ Youssef L. Bennani |
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Director |
| Youssef L. Bennani |
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| /s/ Franklin M. Berger |
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Director |
| Franklin M. Berger |
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| /s/ Clarissa Desjardins |
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Director |
| Clarissa Desjardins |
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| /s/ Pierre Larochelle |
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Director |
| Pierre Larochelle |
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| /s/ Joseph Rus |
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Director |
| Joseph Rus |
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| /s/ William Mezzanotte |
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Director |
| William Mezzanotte |
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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 April 19, 2022.
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PUGLISI & ASSOCIATES |
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| By: |
/s/ Donald J. Puglisi |
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| Name: |
Donald J. Puglisi |
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| Title: |
Managing Director |
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Exhibit 5.1
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1501 McGill College Avenue, 26th Floor
Montréal, QC H3A 3N9 Canada
dwpv.com
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April 19, 2022
BELLUS Health Inc.
275 Armand-Frappier Blvd.
Laval, Québec H7V 4A7
Canada
Ladies and Gentlemen:
| Re: | BELLUS Health Inc. – Registration Statement on Form S-8 |
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 3,897,751 common shares of the Company (the “Shares”), issuable
under the Company’s Stock Option Plan (effective May 15, 2012 and as amended on February 26, 2020 and February 23,
2022) (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
