Delaware
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62-1413174
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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4505 Emperor Blvd., Suite 200
Durham, North Carolina
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27703
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer ☐
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Accelerated filer ☒
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Non-accelerated filer ☐
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Smaller reporting company ☐
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Emerging growth company ☐
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Title of Securities
to be Registered
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price Per Share
(3)
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Proposed Maximum
Aggregate Offering
Price (3)
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Amount of
Registration Fee (3)
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||||||||||||
Common Stock, $0.01 par value
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1,700,000
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(2)
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$
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4.24
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$
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7,208,000
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$
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935.60
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or 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.
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(2) |
Increase in authorized number of shares under the Inducement Equity Incentive Plan as approved by the Registrant’s Board of Directors in February 2020.
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(3) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the Registrant’s Common Stock
on June 5, 2020, as reported on The Nasdaq Global Select Market.
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Item 3.
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Incorporation of Documents by Reference.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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Item 7.
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Exemption from Registration Claimed.
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Item 8.
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Exhibits.
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Exhibit
Number
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Description
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Opinion of Gibson, Dunn and Crutcher LLP (filed herewith).
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith).
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Consent of Gibson, Dunn and Crutcher LLP (included in Exhibit 5.1).
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Power of Attorney (included on signature page).
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Inducement Equity Incentive Plan, as amended and restated February 7, 2020 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 11, 2020).
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Item 9. |
Undertakings.
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BIOCRYST PHARMACEUTICALS, INC.
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By:
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/s/ Jon P. Stonehouse
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Jon P. Stonehouse
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President & Chief Executive Officer
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Signature
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Title
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/s/ Jon P. Stonehouse
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President, Chief Executive Officer and Director
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Jon P. Stonehouse
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(Principal Executive Officer)
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/s/ Anthony Doyle
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Senior Vice President and Chief Financial Officer
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Anthony Doyle
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(Principal Financial Officer)
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/s/ Michael L. Jones
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Executive Director, Finance and Principal Accounting Officer
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Michael L. Jones
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(Principal Accounting Officer)
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/s/ George B. Abercrombie
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Director
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George B. Abercrombie
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/s/ Stephen J. Aselage
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Director
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Stephen J. Aselage
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/s/ Theresa M. Heggie
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Director
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Theresa M. Heggie
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/s/ Nancy Hutson, Ph.D.
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Director
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Nancy Hutson, Ph.D.
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/s/ Robert. A Ingram
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Director
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Robert. A Ingram
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/s/ Kenneth B. Lee, Jr.
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Director
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Kenneth B. Lee, Jr.
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/s/ Alan G. Levin
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Director
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Alan G. Levin
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/s/ Helen Thackray, M.D.
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Director
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Helen Thackray, M.D.
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Re: |
BioCryst Pharmaceuticals, Inc.
Registration Statement on Form S-8
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