As filed with the Securities and Exchange Commission on March 8, 2019
Registration No. 333-
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 incorporation or organization) |
(I.R.S. employer identification no.) |
460 Totten Pond Rd, Suite 530
Waltham, Massachusetts 02451
(Address of principal executive offices)
Chiasma, Inc. 2015 Stock Option and Incentive Plan
(Full title of the plan)
Mark J. Fitzpatrick
Chief Executive Officer
Chiasma, Inc.
460 Totten Pond Rd, Suite 530
Waltham, Massachusetts 02451
(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
100 Northern Avenue
Boston, Massachusetts 02210
(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, 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 | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
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
|
||||||||
Title of securities to be registered |
Amount
to be
|
Proposed
maximum offering price per share(2) |
Proposed
offering price |
Amount of registration Fee |
||||
Common Stock (par value $0.01) |
978,245(3) | $4.645 | $4,543,948 | $550.73 | ||||
|
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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 Registrants Common Stock, as quoted on the Nasdaq Global Select Market, on March 4, 2019. |
(3) |
Represents an automatic increase of 978,245 shares of Common Stock to the number of shares available for issuance under the Plan, effective January 1, 2019. Shares available for issuance under the Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on July 21, 2015 (Registration No. 333-205773) and March 17, 2016 (Registration No. 333-210259). |
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers additional shares of Common Stock under the Registrants 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 2019, 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, 2019, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 978,245. This Registration Statement registers these additional 978,245 shares of Common Stock. The additional shares are of the same class as other securities relating to the Plan for which the Registrants registration statements filed on Form S-8 on July 21, 2015 (Registration No. 333-205773) and March 17, 2016 (Registration No. 333-210259) are effective. The information contained in the Registrants registration statements on Form S-8 (Registration No. 333-205773 and Registration No. 333-210259) are hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits
(1) |
Filed as Exhibit 3.1 to the Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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 Registrants 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. |
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 Waltham, Commonwealth of Massachusetts, on March 8, 2019.
CHIASMA, INC. | ||
By: | /s/ Mark J. Fitzpatrick | |
Mark J. Fitzpatrick | ||
President and Chief Executive Officer |
We, the undersigned officers and directors of Chiasma, Inc., hereby severally constitute and appoint Mark Fitzpatrick and Drew Enamait, 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 8, 2019.
Signature |
Title |
|
/s/ Mark J. Fitzpatrick Mark J. Fitzpatrick |
President and Chief Executive Officer, Director ( Principal Executive Officer and Principal Financial Officer ) |
|
/s/ Drew Enamait Drew Enamait |
Vice President, Finance and Administration ( Principal Accounting Officer ) |
|
/s/ David Stack David Stack |
Director |
|
/s/ Todd Foley Todd Foley |
Director |
|
/s/ Bard Geesaman, M.D., Ph.D. Bard Geesaman, M.D., Ph.D. |
Director |
|
/s/ Roni Mamluk, Ph.D. Roni Mamluk, Ph.D. |
Director |
|
/s/ Scott Minick Scott Minick |
Director |
|
/s/ John Scarlett, M.D. John Scarlett |
Director |
|
/s/ John F. Thero John F. Thero |
Director |
Exhibit 5.1
March 8, 2019
Chiasma, Inc.
460 Totten Pond Rd, Suite 530
Waltham, Massachusetts 02451
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 978,245 shares (the Shares) of Common Stock, $0.01 par value per share (Common Stock), of Chiasma, Inc., a Delaware corporation (the Company), that may be issued pursuant to the Companys 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.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
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,
/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 this Registration Statement on Form S-8 of our report dated March 8, 2019, appearing in the Annual Report on Form 10-K of Chiasma, Inc. for the year ended December 31, 2018.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
March 8, 2019