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As filed with the Securities and Exchange Commission on May 8, 2020

Registration No. 333-                

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

KALEIDO BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   47-3048279

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

65 Hayden Avenue

Lexington, MA 02421

(617) 674-9000

(Address of Principal Executive Offices)

Kaleido Biosciences, Inc. 2019 Stock Option and Incentive Plan

Kaleido Biosciences, Inc. 2019 Employee Stock Purchase Plan

(Full Title of the Plans)

 

 

Alison Lawton

Chief Executive Officer

65 Hayden Avenue

Lexington, MA 02421

(617) 674-9000

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

 

 

Copies to:

Kingsley L. Taft

Laurie A. Burlingame

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

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. ☐

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CALCULATION OF REGISTRATION FEE

 

Title of Securities

to be Registered

 

Amount

to be

Registered(1)

 

Proposed Maximum

Offering Price

per Share(2)

 

Proposed Maximum

Aggregate

Offering Price(2)

 

Amount of

Registration

Fee

         

2019 Stock Option and Incentive Plan

Common Stock, $0.001 par value per share

  1,204,810 shares(3)   $6.68   $8,048,130.80   $1,044.65
         

2019 Employee Stock Purchase Plan

Common Stock, $0.001 par value per share

  301,277 shares(4)   $6.68   $2,012,530.36   $261.23
         

Total

  1,506,087 shares       $10,060,661.16   $1,305.88

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans 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. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein.

 

(2)

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. The price per share and aggregate offering price are calculated on the basis of $6.68, the average of the high and low price of the registrant’s Common Stock as reported on the NASDAQ Global Select Market on May 4, 2020.

 

(3)

Represents an automatic increase to the number of shares available for issuance under the 2019 Stock Option and Incentive Plan, in accordance with the automatic annual increase provision of the 2019 Stock Option and Incentive Plan. Shares available for issuance under the 2019 Stock Option and Incentive Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on March 8, 2019 (Registration No. 333-230167).

 

(4)

Represents an automatic increase to the number of shares available for issuance under the 2019 Employee Stock Purchase Plan, in accordance with the automatic annual increase provision of the 2019 Employee Stock Purchase Plan. Shares available for issuance under the 2019 Employee Stock Purchase Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on March 8, 2019 (Registration No. 333-230167).

 

 

Proposed sales to take place as soon after the effective date of the Registration Statement as awards are granted, exercised or distributed under the above-named plans.

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STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 is filed to register the offer and sale of (i) an additional 1,204,810 shares of the Registrant’s common stock, $0.001 par value per share, to be issued under the Registrant’s 2019 Stock Option and Incentive Plan and (ii) an additional 301,277 shares of the Registrant’s common stock, $0.001 par value per share, to be issued under the Registrant’s 2019 Employee Stock Purchase Plan. This Registration Statement incorporates by reference the contents of the registration statement on Form S-8, File No. 333-230167, filed by the Registrant on March 8, 2019, relating to the Registrant’s 2015 Stock Incentive Plan, 2019 Stock Option and Incentive Plan and 2019 Employee Stock Purchase Plan pursuant to General Instruction E.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8.

Exhibits.

See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

 

Exhibit
No.

  

Description

4.1    Form of Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-229204)).
4.2    Form of Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to the registrant’s Registration Statement on Form S-1, as amended (File No. 333-229204)).
4.3    Second Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders, dated February 21, 2018 (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-229204)).
5.1*    Opinion of Goodwin Procter LLP.
23.1*    Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
23.2*    Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*    Power of Attorney (included on signature page).
99.1    2019 Stock Option and Incentive Plan, and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-229204)).
99.2    2019 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-229204)).

 

*

Filed herewith.

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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 Boston, Commonwealth of Massachusetts, on the 8th day of May, 2020.

 

KALEIDO BIOSCIENCES, INC.

 

By:  

/s/ Alison Lawton

 

Alison Lawton

Chief Executive Officer, President and Director

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Alison Lawton and William Duke as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.

 

Name

  

Title

 

Date

/s/ Alison Lawton

Alison Lawton

  

Chief Executive Officer, President and Director

(Principal Executive Officer)

 

May 8, 2020

/s/ William Duke

William Duke

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

May 8, 2020

/s/ Michael Bonney

Michael Bonney

  

Executive Chair

 

May 8, 2020

/s/ Bonnie Bassler, Ph.D.

Bonnie Bassler, Ph.D.

  

Director

  May 8, 2020

/s/ Grady Burnett

Grady Burnett

  

Director

 

May 8, 2020

/s/ Theo Melas-Kyriazi

Theo Melas-Kyriazi

  

Director

 

May 8, 2020

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/s/ Jean Mixer

Jean Mixer

  

Director

 

May 8, 2020

/s/ Anne Prener, M.D., Ph.D.

Anne Prener, M.D., Ph.D.

  

Director

 

May 8, 2020

/s/ Anthony G. Quinn, M.D., Ph.D.

Anthony G. Quinn, M.D., Ph.D.

  

Director

 

May 8, 2020

/s/ Geoffrey von Maltzahn, Ph.D.

Geoffrey von Maltzahn, Ph.D.

  

Director

 

May 8, 2020

 

LOGO    

Goodwin Procter LLP

100 Northern Avenue
Boston, MA 02210

 

goodwinlaw.com

+1 617 570 1000

May 8, 2020

Kaleido Biosciences, Inc.

65 Hayden Avenue

Lexington, MA 02421

 

  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 an aggregate of 1,506,087 shares (the “Shares”) of Common Stock, $0.001 par value per share (“Common Stock”), of Kaleido Biosciences, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2019 Stock Option and Incentive Plan and 2019 Employee Stock Purchase Plan (collectively, the “Plans”).

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 Plans, 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 2, 2020 relating to the financial statements of Kaleido Biosciences, Inc., appearing in the Annual Report on Form 10-K of Kaleido Biosciences, Inc. for the year ended December 31, 2019.

/s/ Deloitte & Touche LLP

Boston, Massachusetts

May 8, 2020