As filed with the Securities and Exchange Commission on May 9, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Aileron Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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13-4196017
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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281 Albany Street
Cambridge, MA
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02139
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(Address of Principal Executive Offices)
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(Zip Code)
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2017 Stock Incentive Plan
(Full Title of the Plan)
Joseph A. Yanchik III
President and Chief Executive Officer
Aileron Therapeutics, Inc.
281 Albany Street
Cambridge, MA 02139
(Name
and Address of Agent For Service)
(617) 995-0900
(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, 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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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. ☒
CALCULATION OF REGISTRATION FEE
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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
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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588,953 shares(2)
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$5.25(3)
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$3,092,003.25(3)
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$384.95
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent
dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Consists of 588,953 additional shares issuable under the 2017 Stock Incentive Plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the
Registrant’s Common Stock as reported on the Nasdaq Global Market on May 7, 2018.
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STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is being filed for the purpose of registering the offer and sale of an additional 588,953 shares of
common stock, $0.001 par value per share, of Aileron Therapeutics, Inc. (the “Registrant”) to be issued under the Registrant’s 2017 Stock Incentive Plan. In accordance with General Instruction E to Form S-8, this registration
statement on Form S-8 registers additional securities of the same class as other securities for which a registration statement on Form S-8 has previously been filed and is effective. Accordingly, this registration statement incorporates by reference
the contents of the Registrant’s registration statement on Form S-8 (File No. 333-219158), filed with the Securities and Exchange Commission on July 5, 2017 by the Registrant, relating to the Registrant’s 2006 Stock Incentive
Plan, 2016 Stock Incentive Plan, 2017 Stock Incentive Plan and 2017 Employee Stock Purchase Plan.
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 Cambridge, Commonwealth of Massachusetts on this
9th day of May, 2018.
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AILERON THERAPEUTICS, INC.
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By:
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/s/ Joseph A. Yanchik III
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Joseph A. Yanchik III
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President and Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Aileron Therapeutics, Inc., hereby severally constitute and appoint Joseph A. Yanchik III and
Donald V. Dougherty and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and
any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Aileron Therapeutics, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and
any 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 and on the dates indicated.
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Signature
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Title
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Date
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/s/ Joseph A. Yanchik III
Joseph A. Yanchik III
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President, Chief Executive Officer and Director
(principal executive officer)
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May 9, 2018
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/s/ Donald V. Dougherty
Donald V. Dougherty
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Senior Vice President, Chief Financial Officer
(principal financial officer and principal accounting officer)
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May 9, 2018
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/s/ Jeffrey A. Bailey
Jeffrey A. Bailey
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Chairman of the Board of Directors
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May 9, 2018
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/s/ Reinhard J. Ambros, Ph.D.
Reinhard J. Ambros, Ph.D.
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Director
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May 9, 2018
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/s/ Scott B. Kapnick
Scott B. Kapnick
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Director
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May 9, 2018
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/s/ John H. McArthur, Ph.D.
John H. McArthur, Ph.D.
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Director
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May 9, 2018
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/s/ Jodie P. Morrison
Jodie P. Morrison
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Director
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May 9, 2018
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/s/ Armen B. Shanafelt, Ph.D.
Armen B. Shanafelt, Ph.D.
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Director
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May 9, 2018
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/s/ Caleb Winder
Caleb Winder
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Director
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May 9, 2018
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Exhibit 5.1
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May 9, 2018
Aileron Therapeutics, Inc.
281 Albany Street
Cambridge, MA 02139
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+1 617 526 6000 (t)
+1 617 526 5000 (f)
wilmerhale.com
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Re:
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2017 Stock Incentive Plan
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Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the “
Registration Statement
”) to be filed with the
Securities and Exchange Commission (the “
Commission
”) under the Securities Act of 1933, as amended (the “
Securities Act
”), relating to an aggregate of 588,953 shares of common stock, $0.001 par value per share (the
“
Shares
”), of Aileron Therapeutics, Inc., a Delaware corporation (the “
Company
”), issuable under the Company’s 2017 Stock Incentive Plan (the “
Plan
”).
We have examined the Certificate of Incorporation and By-laws of the Company, each as amended and restated to date, and originals, or copies certified to our
satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed 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, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares
for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction
other than the state laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
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Wilmer Cutler Pickering Hale and Dorr
LLP
, 60 State Street, Boston, Massachusetts 02109
Beijing Berlin
Boston Brussels Denver
Frankfurt London Los Angeles New
York Palo Alto Washington
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Aileron Therapeutics, Inc.
May 9, 2018
Page
2
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Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and,
when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby 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 of the Commission.
Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
Stuart M. Falber, Partner