Registration No. 333-
As filed with the Securities and Exchange Commission on March 17, 2016
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Chiasma, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 76-0722250 | |
| (State or other jurisdiction of | (I.R.S. employer | |
| incorporation or organization) | identification no.) |
60 Wells Avenue, Suite 102
Newton, Massachusetts 02459
(Address of principal executive offices) (Zip code)
Chiasma, Inc. 2015 Stock Option and Incentive Plan
(Full title of the plans)
Mark Leuchtenberger
Chief Executive Officer
Chiasma, Inc.
60 Wells Avenue, Suite 102
Newton, Massachusetts 02459
(Name and address of agent for service)
(617)-928-5300
(Telephone Number, Including area code, of Agent for Service)
Copy to:
Michael H. Bison
Daniel Lang
Goodwin Procter LLP
53 State Street
Exchange Place
Boston, Massachusetts 02109
(617) 570-1000
Fax: (617) 523-1231
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered |
Amount to be Registered(1) |
Proposed maximum offering price per share (2) |
Proposed maximum aggregate offering price |
Amount of registration Fee |
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Common Stock (par value $0.01) |
960,504(3) | $10.275 | $9,869,178.60 | $993.83 | ||||
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| (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 Chiasma, Inc. 2015 Stock Option and Incentive Plan (the “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 our outstanding shares of common stock. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s Common Stock, as quoted on the Nasdaq Global Select Market, on March 11, 2016. |
| (3) | Represents an automatic increase of 960,504 shares of Common Stock to the number of shares available for issuance under the Plan, effective January 1, 2016. Shares available for issuance under the Plan were previously registered on registration statement on Form S-8 filed with the Securities and Exchange Commission on July 21, 2015 (Registration No. 333-205773). |
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers additional shares of Common Stock under the Registrant’s 2015 Stock Option and Incentive Plan (the “Plan”). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, beginning in 2016, by an amount equal to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the Plan). Accordingly, on January 1, 2016, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 960,504. This Registration Statement registers these additional 960,504 shares of Common Stock. The additional shares are of the same class as other securities relating to the Plan for which the Registrant’s registration statement filed on Form S-8 (Registration No. 333-205773) on July 21, 2015, is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-205773) is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
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 Newton, Commonwealth of Massachusetts, on March 17, 2016.
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CHIASMA, INC. |
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By: |
/s/ Mark Leuchtenberger |
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Mark Leuchtenberger |
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President and Chief Executive Officer |
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POWER OF ATTORNEY
We, the undersigned officers and directors of Chiasma, Inc., hereby severally constitute and appoint Mark Leuchtenberger, Mark Fitzpatrick and Tara McCarthy, and each of them singly, our true and lawful attorneys, with full power to sign for us in our names in the capacities indicated below, any amendments to this registration statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in our capacities as officers and directors to enable Chiasma, Inc., to comply with the provisions of the Securities Act of 1933, as amended, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated on March 17, 2016.
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Signature |
Title |
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/s/ Mark Leuchtenberger |
President and Chief Executive Officer, Director | |
| Mark Leuchtenberger | (Principal Executive Officer) | |
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/s/ Mark J. Fitzpatrick |
Chief Financial Officer | |
| Mark J. Fitzpatrick | (Principal Financial and Accounting Officer) | |
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/s/ David Stack |
Director | |
| David Stack | ||
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/s/ Todd Foley |
Director | |
| Todd Foley | ||
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/s/ Ansbert Gadicke |
Director | |
| Ansbert Gadicke, M.D. | ||
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/s/ Bard Geesaman |
Director | |
| Bard Geesaman, M.D., Ph.D. | ||
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/s/ Scott Minick |
Director | |
| Scott Minick | ||
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/s/ John Scarlett, M.D |
Director | |
| John Scarlett | ||
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/s/ John F. Thero |
Director | |
| John F. Thero | ||
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/s/ James R. Tobin |
Director | |
| James R. Tobin | ||
EXHIBIT INDEX
| (1) | Filed as Exhibit 3.1 to the Registrant’s Form 8-K, filed previously with the Commission on July 21, 2015 and incorporated by reference herein. |
| (2) | Filed as Exhibit 3.2 to the Registrant’s Form 8-K, filed previously with the Commission on July 21, 2015 and incorporated by reference herein. |
| (3) | Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-204949), filed previously with the Commission on July 6, 2015 and incorporated by reference herein. |
| (4) | Filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-204949), filed previously with the Commission on June 15, 2015 and incorporated by reference herein. |
| (5) | Filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-204949), filed previously with the Commission on June 15, 2015 and incorporated by reference herein. |
| (6) | Filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-204949), filed previously with the Commission on June 15, 2015 and incorporated by reference herein. |
| (7) | Filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-204949), filed previously with the Commission on July 6, 2015 and incorporated by reference herein. |
| * | Filed herewith. |
Exhibit 5.1
March 17, 2016
Chiasma, Inc.
60 Wells Avenue, Suite 102
Newton, Massachusetts 02459
Re: Securities Being Registered under Registration Statement on Form S-8
Ladies and Gentlemen:
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 960,504 shares (the “Shares”) of Common Stock, $0.01 par value per share (the “Common Stock”), of Chiasma, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2015 Stock Option and Incentive Plan (the “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 (which includes reported judicial decisions interpreting the Delaware General Corporation Law).
For purposes of the opinion set forth below, we have assumed that a sufficient number of authorized but unissued shares of Common Stock will be available for issuance when the Shares are issued.
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 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, |
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/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 the Registration Statement on Form S-8 pertaining to the Chiasma, Inc. 2015 Stock Option and Incentive Plan, of our report dated March 17, 2016, with respect to the consolidated financial statements of Chiasma, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.
| /s/ Kost Forer Gabbay & Kasierer |
| KOST FORER GABBAY & KASIERER |
| A Member of Ernst & Young Global |
| Tel-Aviv, Israel |
| March 17, 2016 |