JUNIPER PHARMACEUTICALS INC (Form: S-8, Received: 09/01/2016 16:12:26)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on September 1, 2016

Registration Number 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Juniper Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

59-2758596

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

Juniper Pharmaceuticals, Inc.

33 Arch Street

Suite 3110

Boston, Massachusetts 02110

( Address of Principal Executive Offices)

Amended and Restated 2015 Long-Term Incentive Plan

New Employee Inducement Nonqualified Stock Option Award

(Full titles of the plans)

George O. Elston

Chief Financial Officer

Juniper Pharmaceuticals, Inc.

33 Arch Street

Suite 3110

Boston, Massachusetts 02110

Tel: (617) 639-1500

Copy to:

Herbert F. Kozlov, Esq.

Aron Izower, Esq.

Reed Smith LLP

599 Lexington Avenue, 28 ^th Floor

New York, New York 10022

Tel: (212) 521-5400; Fax: (212) 521-5450

(Name, address and telephone number (including area code) of agent for service)

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

CALCULATION OF REGISTRATION FEE



Title of Securities to be registered	Amount to be registered ⁽¹⁾	Proposed maximum offering price per share ⁽⁴⁾	Proposed maximum aggregate offering price ⁽⁴⁾	Amount of registration fee
Common Stock, par value $0.01 per share	2,482,299 ⁽²⁾	$5.54	$13,751,937	$1,384.82
Common Stock, par value $0.01 per share	225,000 ⁽³⁾	$5.54	$1,246,500	$125.52
Total			$14,998,437	$1,510.34

(1)

If, as a result of stock splits, stock dividends or similar transactions, the number of securities purported to be registered on this Registration Statement changes, the provisions of Rule 416 shall apply to this Registration Statement, and this Registration Statement shall be deemed to cover the additional securities resulting from the split of, or dividend on, the securities covered by this Registration Statement.

(2)

Represents (a) 1,500,000 newly authorized shares of Juniper Pharmaceuticals, Inc.’s common stock, par value $0.01 per share (the “Common Stock”), reserved for issuance under the Juniper Pharmaceuticals, Inc. Amended and Restated 2015 Long-Term Incentive Plan (the “2015 Plan,” and, as amended and restated, the “Amended 2015 Plan”), (b) 51,740 shares of Common Stock that remained available for grant under the Amended and Restated 2008 Long-Term Incentive Plan (the “2008 Plan”), as of the effective date of the 2015 Plan, and may be issued under the Amended 2015 Plan, and (c) 930,599 shares of Common Stock subject to stock options presently outstanding under the 2008 Plan, which may become issuable under the 2015 Amended Plan in the event such awards are forfeited or lapse unexercised or are settled in cash and are not issued under the 2008 Plan. These shares are in addition to the 1,000,000 shares of Common Stock that were previously registered on Form S-8 (File No. 333-205723) and may also be issued under the Amended 2015 Plan.

(3)	Represents shares of Common Stock issuable to Alicia Secor pursuant to a nonqualified stock option award agreement, dated July 20, 2016. Such options were granted as an inducement material to employment with the registrant in accordance with NASDAQ Listing Rule 5635(c)(4).

(4)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The offering price per share and aggregate offering price are based upon the average of the high and low prices for the Common Stock as reported on the Nasdaq Capital Market on August 31, 2016, in accordance with Rule 457(c) of the Securities Act.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Documents containing the information specified in Part I of Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. In accordance with the instructions of Part I of Form S-8, such document will not be filed with the Securities and Exchange Commission (the “Commission”) either as part of the Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act (by incorporation by reference or otherwise). These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus as required under Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, previously filed by Juniper Pharmaceuticals, Inc. (the “Company”) with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement:

Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the Commission on March 10, 2016, as amended by Form 10-K/A filed with the Commission on April 22, 2016;

Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, filed with the Commission on May 4, 2016, and Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2016, filed with the Commission on August 4, 2016;

Current Reports on Form 8-K filed with the Commission on March 24, 2016, June 2, 2016, June 15, 2016, July 20, 2016, and July 28, 2016.

The description of Common Stock, which was included in the Company’s registration statement on Form 8-A, filed with the Commission on February 12, 2004; and

The description of Company’s preferred stock purchase rights set forth in Registrant’s Registration Statement on Form 8-A filed on November 30, 2010, and as amended on Form 8-A filed on September 22, 2011, and as amended on Form 8-A filed on March 6, 2013 (including any and all amendments and reports filed for the purpose of updating that description).

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 of Form 8-K, including any exhibits included with such information, unless otherwise indicated therein) prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement.

The Company will furnish without charge to you, upon written or oral request, a copy of any or all of the documents described above, except for exhibits to those documents, unless the exhibits are specifically incorporated by reference into those documents. Requests for copies should be addressed to:

Juniper Pharmaceuticals, Inc.

33 Arch Street

Suite 3110

Boston, Massachusetts 02110

Attn: Investor Relations

(617) 639-1500

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Company is a Delaware corporation. Section 145 of the General Corporation Law of the State of Delaware, or the DGCL, empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Such indemnification may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. A Delaware corporation is permitted to indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation. Where a director, officer, employee or agent of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to above or in defense of any claim, issue or matter therein, the corporation must indemnify such person against the expenses (including attorneys’ fees) which he or she actually and reasonably incurred in connection therewith.

The Company’s by-laws provide that the Company shall indemnify, to the full extent and under the circumstances permitted by the DGCL in effect from time to time, any past, present or future director or officer, made or threatened to be made a party to an action or proceeding other than one by or in the right of Juniper, by reason of the fact that such person is or was a director or officer, or was serving in such capacities at another entity at the specific request of Juniper, on the same conditions provided by the DGCL.

As permitted by Section 102(b)(7) of the DGCL, the Company’s Certificate of Incorporation contains a provision eliminating the personal liability of a director to Juniper or its stockholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions.

The Company maintains policies insuring its officers and directors against certain civil liabilities, including liabilities under the Securities Act.

The Company has entered into indemnification agreements with each of its directors and officers. The indemnification agreements require, among other things, that the Company indemnify our directors and officers to the fullest extent permitted by law and advance to our directors and officers all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.


Exhibit Number		Description of Document

5.1		Opinion of Reed Smith LLP

23.1		Consent of BDO USA, LLP

23.2		Consent of Reed Smith LLP (included in Exhibit 5.1)

24.1		Power of Attorney (included on signature page hereto)

99.1		Amended and Restated 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Filed No. 001-10352), filed on July 28, 2016)

99.2		Form of Nonqualified Stock Option Award Agreement under the Amended and Restated 2015 Long-Term Incentive Plan

99.3		Form of Incentive Stock Option Award Agreement under the Amended and Restated 2015 Long-Term Incentive Plan

99.4		Form of Restricted Stock Award Agreement under the Amended and Restated 2015 Long-Term Incentive Plan

Item 9. Undertakings.

(a)	The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Boston, Commonwealth of Massachusetts, on September 1, 2016.


Juniper Pharmaceuticals, Inc.

By:		/s/ Alicia Secor
		Alicia Secor
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, Alicia Secor and George O. Elston and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post- effective amendments, to this Registration Statement, and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the 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, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents or their substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date

/s/ Alicia Secor Alicia Secor	President and Chief Executive Officer ( Principal Executive Officer ) and Director	September 1, 2016

/s/ George O. Elston George O. Elston	Chief Financial Officer and Treasurer ( Principal Financial and Accounting Officer )	September 1, 2016

/s/ Nikin Patel Nikin Patel	Chief Operating Officer and Director	September 1, 2016

/s/ Frank Armstrong Frank Armstrong	Director	September 1, 2016



/s/ Frank C. Condella, Jr. Frank C. Condella, Jr.	Director	September 1, 2016

/s/ Cristina Csimma Cristina Csimma	Director	September 1, 2016

/s/ James A. Geraghty James A. Geraghty	Director	September 1, 2016

/s/ Mary Ann Gray Mary Ann Gray	Director	September 1, 2016

/s/ Ann C. Merrifield Ann C. Merrifield	Director	September 1, 2016

INDEX TO EXHIBITS


Exhibit Number		Description of Document

5.1		Opinion of Reed Smith LLP

23.1		Consent of BDO USA, LLP

23.2		Consent of Reed Smith LLP (included in Exhibit 5.1)

24.1		Power of Attorney (included on signature page hereto)

99.1		Amended and Restated 2015 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (Filed No. 001-10352), filed on July 28, 2016)

99.2		Form of Nonqualified Stock Option Award Agreement under the Amended and Restated 2015 Long-Term Incentive Plan

99.3		Form of Incentive Stock Option Award Agreement under the Amended and Restated 2015 Long-Term Incentive Plan

99.4		Form of Restricted Stock Award Agreement under the Amended and Restated 2015 Long-Term Incentive Plan

Exhibit 5.1

LOGO

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022-7650

+1 212 521 5400

Fax +1 212 521 5450

reedsmith.com

September 1, 2016

Juniper Pharmaceuticals, Inc.

33 Arch Street

Suite 3110

Boston, Massachusetts 02110

Re:	Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel for Juniper Pharmaceuticals, Inc., a Delaware corporation (the “ Company ”), in connection with the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), on the Form S-8 (the “ Registration Statement ”) filed by the Company on September 1, 2016 with the Securities and Exchange Commission (the “ Commission ”) of (i) up to 2,482,299 shares of common stock, par value $0.01 per share (the “ Common Stock ”), of the Company issuable under the Company’s Amended and Restated 2015 Long Term Incentive Plan (the “ 2015 Amended and Restated Plan ”), and (ii) 225,000 shares of Common Stock issuable to Alicia Secor upon exercise of the inducement nonqualified stock option granted to her on July 20, 2016 (the “ Inducement Option ,” and, together with the 2015 Amended and Restated Plan, the “ Plans ”). The shares being registered pursuant to the Registration Statement are collectively referred to herein as the “ Shares ”.

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as to the issue of the Shares.

In connection with the foregoing, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials, and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion. As to questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company.

Based upon the foregoing, we are of the opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients, and have been issued by the Company against payment therefor in the circumstances contemplated by the Plans, and assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action of the Company and duly issued, granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company and the Shares will be validly issued, fully paid and non-assessable.

ABU DHABI • ATHENS • BEIJING • CENTURY CITY • CHICAGO • DUBAI • FRANKFURT • HONG KONG • HOUSTON • KAZAKHSTAN • LONDON • LOS ANGELES • MUNICH • NEW YORK • NORTHERN VIRGINIA PARIS • PHILADELPHIA • PITTSBURGH • PRINCETON •RICHMOND • SAN FRANCISCO • SHANGHAI • SILICON VALLEY • SINGAPORE • WASHINGTON, D.C. • WILMINGTON

LOGO

Juniper Pharmaceuticals, Inc.

September 1, 2016

Page 2

In giving the opinions in this letter, we have assumed that at the time of the issuance of the Shares, (i) the Company will validly exist and be duly qualified and in good standing under the laws of its jurisdiction of incorporation, (ii) the Company will have the necessary corporate power and due authorization, (iii) the terms of the Shares and of their issuance and sale will have been established in conformity with and so as not to violate, or result in a default under or breach of, the certificate of incorporation and bylaws of the Company and any applicable law or any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental or regulatory body having jurisdiction over the Company, (iv) sufficient shares of Common Stock will be authorized for issuance under the certificate of incorporation of the Company that have not otherwise been issued or reserved or committed for issuance, (v) the consideration paid by the recipients upon issuance of each Share will not be less than the par value thereof, and (vi) none of the documents reviewed by us as of the date hereof have been rescinded or modified in any manner inconsistent with the opinion expressed herein.

Our opinion is based (i) as to matters of law solely on applicable provisions of the laws of the state of Delaware, and we express no opinions as to any other laws, statutes, ordinances rules, or regulations and (ii) on such corporate records as we deemed necessary or appropriate.

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Reed Smith LLP

R EED S MITH LLP

a Limited Liability Partnership

HK/AI/WG

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Juniper Pharmaceuticals, Inc.

Boston, Massachusetts

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 10, 2016, relating to the consolidated financial statements, and the effectiveness of Juniper Pharmaceuticals, Inc.’s internal control over financial reporting appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

/s/ BDO USA, LLP

Boston, Massachusetts

September 1, 2016

BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms.

BDO is the brand name for the BDO network and for each of the BDO Member Firms.

Exhibit 99.2

JUNIPER PHARMACEUTICALS, INC.

AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AWARD AGREEMENT

THIS AGREEMENT (the “ Agreement ”) is made effective as of the [DAY] day of [MONTH] , [YEAR] , (hereinafter called the “ Date of Grant ”), between Juniper Pharmaceuticals, Inc., a Delaware corporation (hereinafter called the “ Company ”), and [NAME] (hereinafter called the “ Participant ”):

R E C I T A L S :

WHEREAS, the Company has adopted the Amended and Restated 2015 Long-Term Incentive Plan (the “ Plan ”), which Plan is incorporated herein by reference and made a part of this Agreement. Capitalized terms not otherwise defined herein shall have the same meanings as in the Plan; and

WHEREAS, the Committee has determined that it would be in the best interests of the Company and its shareholders to grant the option provided for herein to the Participant pursuant to the Plan and the terms set forth herein.

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Grant of the Option . The Company hereby grants to the Participant the right and option (the “ Option ”) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of [# OF SHARES] Shares, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option shall be $ [PRICE] per Share (the “ Option Price ”). The Option is intended to be a non-qualified stock option, and is not intended to be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended.

2. Vesting .

(a) The Options granted pursuant to the Plan shall vest and become exercisable in accordance with the vesting schedule set forth in Schedule A , if the Participant is employed by, or providing service to, the Company on such vesting date.

3. Exercise of Option .

(a) Period of Exercise . The Option shall have a term of seven years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. The Option shall automatically terminate upon the happening of the first of the following events:

(i) one (1) year following the date of the Participant’s Termination of Service due to death or Disability;

(ii) ninety (90) days following the date of the Participant’s Termination of Service with the Company without Cause (as defined in the Plan); and

(iii) the date of the Participant’s Termination of Service with the Company for Cause (as defined in the Plan).

Except as set forth in Section 5, any portion of the Option that is not exercisable at the time the Participant’s Termination of Service shall immediately terminate on the date of the Termination of Service.

(b) Method of Exercise .

(i) Subject to Section 6(c) of the Plan, the vested portion of the Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash, (ii) in the discretion of the Committee, by the delivery of Shares then owned by the Participant, (iii) in the discretion of the Committee, by directing the Company to withhold Shares otherwise deliverable upon exercise to satisfy the exercise price, (iv) in the discretion of the Committee, by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company in the amount of sale or loan proceeds to pay the exercise price as long as such transaction does not constitute an impermissible loan to an executive officer under Section 13(k) of the Exchange Act (Section 402 of the Sarbanes-Oxley Act of 2002), or (v) by any other method the Committee may prescribe that it determines to be consistent with applicable law and the purpose of the Plan, including, without limitation, in lieu of the exercise of an Option by delivery of Shares then owned by a Participant, providing the Company with a notarized statement attesting to the number of Shares owned, where upon verification by the Company, the Company would issue to the Participant only the number of incremental Shares to which the Participant is entitled upon exercise of the Option. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

(ii) Notwithstanding any other provision of the Plan or this Agreement to the contrary, the Option may not be exercised prior to the completion of any registration or qualification of the Option or the Shares under applicable state and federal securities or other laws, or under any ruling or regulation of any governmental body or national securities exchange that the Committee shall in its sole discretion determine to be necessary or advisable.

(iii) Upon the Company’s determination that the Option has been validly exercised as to any of the Shares, the Company shall issue certificates in the Participant’s name for such Shares. However, the Company shall not be liable to the Participant for damages relating to any delays in issuing the certificates to him, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.

(iv) In the event of the Participant’s death, the vested portion of the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.

4. Withholding . Prior to the issuance of shares upon the exercise of the Option, the Participant must make arrangements satisfactory to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company. The Committee, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (i) electing to have the Company withhold Shares of Common Stock having a Fair Market Value equal to the amount of tax to be withheld or (ii) the delivery of irrevocable instructions to a broker to deliver promptly to the Company an amount equal to the amount required to be withheld. However in no event will the amount of Shares withheld exceed the amount necessary to satisfy the required minimum statutory withholding.

5. Change of Control . Notwithstanding the vesting schedule set forth in Schedule A and the exercise period set forth in Section 3(a), nor any terms of this Agreement and/or the Plan, unless otherwise provided in another contract between the Participant and the Company, in the event of a Change of Control, if the Company is the surviving entity or a provision is made in connection with the Change of Control for (a) the assumption of the Option or (b) substitution of the Option for a new award covering stock of the successor corporation or its “parent corporation” (as defined in Section 424(e) of the Code) or “subsidiary corporation” (as defined in Section 424(f) of the Code) with appropriate adjustments as to the number and kinds of shares and the exercise prices, if applicable; and in the event of Participant’s Termination of Service by the Company, any Subsidiary or affiliate (including a successor of the Company) without Cause within twenty-four (24) months following the Change of Control, then the Option shall become immediately and fully exercisable and shall remain exercisable for twelve (12) months following the date of the Termination of Service.

-2-

6. Option Recovery . If the Committee determines that the Participant (a) engaged in conduct that constituted Cause (as defined in the Plan) at any time prior to the Participant’s Termination of Services, (b) engaged in conduct during the one year period after the Participant’s Termination of Services that would have constituted Cause if the Participant had not ceased to provide services, or (c) violates the terms of any non-compete agreement, non-solicitation agreement, confidentiality agreement, or any other restriction on the Participant’s post-termination activities established under any agreement with the Company or other Company policy or arrangement during the one year after the Participant’s ceases to provide services to the Company, then (i) any Option held by the Participant shall immediately terminate without consideration and (ii) the Participant shall return any Shares received upon exercise of this Option or repay to the Company any proceeds received from the sale of other disposition of the Shares transferred pursuant to this Option less the Exercise Price. Upon any exercise of an Option, the Company may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in a forfeiture under this Section.

7. Legend on Certificates . The certificates representing the Shares purchased by exercise of the Option shall be subject to the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

8. Transferability . The Option may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance. No such permitted transfer of the Option to heirs or legatees of the Participant shall be effective to bind the Company unless the Committee shall have been furnished with written notice thereof and a copy of such evidence as the Committee may deem necessary to establish the validity of the transfer and the acceptance by the transferee or transferees of the terms and conditions hereof. During the Participant’s lifetime, the Option is exercisable only by the Participant, and shall not be transferable otherwise than by will or the laws of descent and distribution.

9. Securities Laws . Upon the acquisition of any Shares pursuant to the exercise of the Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

10. No Right to Continued Employment . Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Director or consultant of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Participant at any time, with or without Cause.

11. No Impact on Other Benefits . The value of the Participant’s Option is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

12. Notices . Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

13. Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws.

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14. Option Subject to Plan . By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Option is subject to the Plan. The terms and provisions of the Plan, as they may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

15. Broad Authority . By accepting this Agreement, the Participant agrees and acknowledges that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest in the Option.

16. Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

17. Severability . If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify this Agreement or the Option under any applicable law, such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of the Option hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award shall remain in full force and effect).

18. Complete Agreement . Except as otherwise provided for herein, this Agreement and those agreements and documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

[ Signatures on next page. ]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the day and year first above written.

Juniper Pharmaceuticals, Inc.

Name:

Title:

Participant

Name:

Title:

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Schedule A

Vesting Schedule

The Option shall vest as follows:

[ Insert Vesting Schedule ]

Exhibit 99.3

JUNIPER PHARMACEUTICALS, INC.

AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

INCENTIVE STOCK OPTION AWARD AGREEMENT

R E C I T A L S :

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows:

1. Grant of the Option . The Company hereby grants to the Participant the right and option (the “ Option ”) to purchase, on the terms and conditions hereinafter set forth, all or any part of an aggregate of [# OF SHARES] Shares, subject to adjustment as set forth in the Plan. The purchase price of the Shares subject to the Option shall be $ [PRICE] per Share (the “ Option Price ”). The Option is intended to be treated as an option that complies with Section 422 of the Internal Revenue Code of 1986, as amended.

2. Vesting .

3. Exercise of Option .

(a) Period of Exercise . The Option shall have a term of seven (7) years from the Date of Grant and shall terminate at the expiration of that period, unless it is terminated at an earlier date pursuant to the provisions of this Agreement or the Plan. The Option shall automatically terminate upon the happening of the first of the following events:

(i) one year following the date of the Participant’s Termination of Service due to death or Disability;

(ii) ninety (90) days following the date of the Participant’s Termination of Service with the Company without Cause (as defined in the Plan); and

(iii) the date of the Participant’s Termination of Service for Cause (as defined in the Plan.)

Any portion of the Option that is not exercisable at the time of Participant’s Termination of Service shall immediately terminate as of the date of the Termination of Service.

(b) Method of Exercise .

(i) Subject to Section 6(c) of the Plan, the vested portion of the Option may be exercised by delivering to the Company at its principal office written notice of intent to so exercise; provided that, the Option may be exercised with respect to whole Shares only. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full of the Option Price. The payment of the Option Price may be made at the election of the Participant (i) in cash, (ii) in the discretion of the Committee, by the delivery of Shares then owned by the Participant, (iii) in the discretion of the Committee, by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company in the amount of sale or loan proceeds to pay the exercise price as long as such transaction does not constitute an impermissible loan to an executive officer under Section 13(k) of the Exchange Act (Section 402 of the Sarbanes-Oxley Act of 2002), or (iv) by any other method the Committee may prescribe that it determines to be consistent with applicable law and the purpose of the Plan, including, without limitation, in lieu of the exercise of an Option by delivery of Shares then owned by a Participant, providing the Company with a notarized statement attesting to the number of Shares owned, where upon verification by the Company, the Company would issue to the Participant only the number of incremental Shares to which the Participant is entitled upon exercise of the Option. No Participant shall have any rights to dividends or other rights of a stockholder with respect to Shares subject to an Option until the Participant has given written notice of exercise of the Option, paid in full for such Shares and, if applicable, has satisfied any other conditions imposed by the Committee pursuant to the Plan.

(iv) In the event of the Participant’s death, the Vested Portion of the Option shall remain exercisable by the Participant’s executor or administrator, or the person or persons to whom the Participant’s rights under this Agreement shall pass by will or by the laws of descent and distribution as the case may be, to the extent set forth in Section 3(a). Any heir or legatee of the Participant shall take rights herein granted subject to the terms and conditions hereof.

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9. Incentive Stock Option Requirements .

(a) The parties hereto acknowledge and agree that, if Participant disposes of Shares acquired by exercise of an Option prior to the later of (i) two (2) years after the date of grant, or (b) one (1) year after the transfer of such Shares to such Participant, such Options shall not be treated as “incentive stock options,” but shall be treated as “non-qualified options.” The Participant agrees to give the Company prompt written or electronic notice of any such disqualifying disposition and agrees to be responsible for the tax consequences associated with such disqualifying disposition.

(b) The Participant acknowledges that any violation, or failure to meet any of the requirements, of Code Section 422 will cause the Options which otherwise were to have been “incentive stock options” to become “non-qualified options.”

10. Securities Laws . Upon the acquisition of any Shares pursuant to the exercise of the Option, the Participant will make or enter into such written representations, warranties and agreements as the Committee may reasonably request in order to comply with applicable securities laws or with this Agreement.

11. No Right to Continued Employment . Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Director or consultant of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Participant at any time, with or without Cause.

12. No Impact on Other Benefits . The value of the Participant’s Option is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

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13. Notices . Any notice necessary under this Agreement shall be addressed to the Company in care of its Secretary at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

14. Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware without regard to conflicts of laws.

15. Option Subject to Plan . By entering into this Agreement the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan. The Option is subject to the Plan. The terms and provisions of the Plan, as they may be amended from time to time, are hereby incorporated herein by reference. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable terms and provisions of the Plan will govern and prevail.

16. Broad Authority . By accepting this Agreement, the Participant agrees and acknowledges that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest in the Option.

17. Signature in Counterparts . This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

18. Severability . If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify this Agreement or the Option under any applicable law, such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Agreement and the grant of the Option hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Agreement and the award shall remain in full force and effect).

19. Complete Agreement . Except as otherwise provided for herein, this Agreement and those agreements and documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

[ Signatures on next page. ]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be effective as of the day and year first above written.

Juniper Pharmaceuticals, Inc.

Name:

Title:

Participant

Name:

Title:

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Schedule A

Vesting Schedule

The Option shall vest as follows:

[ Insert Vesting Schedule ]

Exhibit 99.4

JUNIPER PHARMACEUTICALS, INC.

AMENDED AND RESTATED 2015 LONG-TERM INCENTIVE PLAN

RESTRICTED STOCK AWARD AGREEMENT

This Award Agreement sets forth the terms and conditions of Shares of Stock granted pursuant to the provisions of the Amended and Restated 2015 Long-Term Incentive Plan (the “ Plan ”) of Juniper Pharmaceuticals, Inc. (the “ Company ”) to the Participant whose name appears below, for the number of Shares of Common Stock of the Company set forth below, pursuant to the provisions of the Plan and on the following express terms and conditions. Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Plan.

Name and address of Participant to whom the Shares are granted:

[NAME]

[ADDRESS]

Number of Shares of Common Stock (“Shares”):

[# SHARES]

Purchase price of Shares:

[ ]

Date of grant of the Shares:

[ ]

Vesting . The Shares granted pursuant to this Agreement shall vest pursuant to vesting schedule set forth in Schedule A , attached hereto, if the Participant is employed by, or providing service to, the Company on such vesting date.

Agreement with respect to Tax Payments and Withholding . The Participant acknowledges and agrees that any income or other taxes due from the Participant with respect to the Shares issued pursuant to this Award Agreement, including on account of the vesting of the Shares, shall be the Participant’s responsibility. By accepting this Award Agreement, the Participant agrees and acknowledges that the Company promptly will withhold from the Participant’s pay the amount of taxes the Company is required to withhold upon any vesting of Shares pursuant to this Award Agreement, and the Participant shall make immediate payment to the Company in the amount of any tax required to be withheld by the Company in excess of the Participant’s pay available for such withholding. The Participant may elect to have such withholding satisfied by (i) electing to have the Company withhold Shares of Common Stock having a Fair Market Value equal to the amount of tax to be withheld or (ii) the delivery of irrevocable instructions to a broker to deliver promptly to the Company an amount equal to the amount required to be withheld. However in no event will the amount of Shares withheld exceed the amount necessary to satisfy the required minimum statutory withholding.

Restrictions on Transfer . The Shares may not be sold, transferred, assigned, hypothecated, pledged, encumbered or otherwise disposed of, whether voluntarily or by operation of law, at any time before they become vested Shares pursuant to Section 5. Any such purported transfer shall be null and void, and shall not be recognized by the Company or recorded on its books.

Escrow . Any Shares that have not vested pursuant to Section 5, together with any securities distributed in respect thereof, such as through a stock split or other recapitalization, shall be held by the Company in escrow until such Shares shall have vested. The Company promptly shall release vested Shares from escrow.

Plan . The Participant hereby acknowledges receipt of a copy of the Plan as presently in effect and the Prospectus with respect thereto. All of the terms and provisions of the Plan are incorporated herein by reference, and this Award Agreement is subject to those terms and provisions in all respects.

10.

No Right to Continued Employment . Neither the Plan nor this Award Agreement shall confer upon the Participant any right to be retained in any position, as an Employee, Director or consultant of the Company. Further, nothing in the Plan or this Award Agreement shall be construed to limit the discretion of the Company to terminate the Participant at any time, with or without Cause.

11.

No Impact on Other Benefits . The value of the Shares is not part of the Participant’s normal or expected compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

12.

Broad Authority . By accepting this Award Agreement, the Participant agrees and acknowledges that all decisions and determinations of the Committee shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest in the Shares.

13.

Severability . If any provision of this Award Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify this Award Agreement or the Shares under any applicable law, such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so construed or deemed amended without materially altering the purpose or intent of this Award Agreement and the grant of the Shares hereunder, such provision shall be stricken as to such jurisdiction and the remainder of this Award Agreement and the award shall remain in full force and effect).

14.

Choice of Law . This Award Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving regard to the conflicts of laws.

15.

Signature in Counterparts . This Award Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

16.

Complete Agreement . Except as otherwise provided for herein, this Award Agreement and those agreements and documents expressly referred to herein embody the complete agreement and understanding among the parties and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The terms of this Award Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.


Participant						Juniper Pharmaceuticals, Inc.

By:						By:

Date:						Date:

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Schedule A

Vesting Schedule

The Shares shall vest as follows:

[ Insert Vesting Schedule ]