As filed with the Securities and Exchange Commission on November 9, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TYME TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 45-3864597 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
1 Pluckemin Way, Suite 103 Bedminster NJ |
07921 | |
(Address of Principal Executive Offices) | (Zip Code) |
Tyme Technologies, Inc.
2016 Stock Option Plan for Non-Employee Directors
(Full title of the plan)
Richard Cunningham
Chief Executive Officer
TYME TECHNOLOGIES, INC.
1 PLUCKEMIN WAY, SUITE 103
BEDMINSTER NJ 07921
(Name and address of agent for service)
(212) 461-2315
(Telephone number, including area code, of agent for service)
Copies to:
Elizabeth A. Diffley, Esq.
Faegre Drinker Biddle & Reath LLP
One Logan Square, Suite 2000
Philadelphia, PA 19103
(215) 988-2700
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 |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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
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Title of securities to be registered |
Amount to be registered (1) |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee |
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Common stock, par value $0.0001 per share (Common Stock), to be issued under 2016 Stock Option Plan for Non-Employee Directors (the 2016 Plan) |
3,000,000 | $1.01 (2) | $3,030,000 | $280.89 | ||||
TOTAL |
3,000,000 | $1.01 (2) | $3,030,000 | $280.89 | ||||
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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 of Tyme Technologies, Inc., a Delaware corporation (the Company or the Registrant), that may be hereinafter offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) |
Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $1.01 per share, based upon the average of the high and low trading price as of November 4, 2021. |
EXPLANATORY NOTE
This Registration Statement (this Registration Statement) is filed pursuant to General Instruction E to Form S-8 and consists of only those items required by General Instruction E. This Registration Statement is being filed by the Registrant to register the issuance of an additional 3,000,000 shares of Common Stock of the Registrant, that may be awarded under the 2016 Plan. The contents of the Registrants previous Registration Statements on Form S-8 filed on August 10, 2017 (File No. 333-219856) and August 28, 2018 (File No. 333-227077) relating to the 2016 Plan are incorporated herein by reference and made a part hereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. |
Exhibits. |
The following documents are filed or incorporated by reference as part of this Registration Statement.
* |
Filed with this Registration Statement. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Bedminster, State of New Jersey, on November 9, 2021.
TYME TECHNOLOGIES, INC. | ||
By: |
/s/ Richard Cunningham |
|
Richard Cunningham,
Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of the Registrant do hereby constitute and appoint Richard Cunningham and James Biehl, and each of them, the lawful attorneys-in-fact and agents with full power of substitution and resubstitution and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act and any rules or regulations or requirements of the Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on November 9, 2021.
Signature | Title | |
/s/ Richard Cunningham Richard Cunningham |
Chief Executive Officer and Director (Principal Executive Officer) |
|
/s/ Frank Porfido |
Chief Financial Officer | |
Frank Porfido | ||
/s/ Barbara C. Galaini Barbara C. Galaini |
Corporate Controller (Principal Accounting Officer) |
|
/s/ Steve Hoffman |
Chief Science Officer and Director | |
Steve Hoffman | ||
/s/ David Carberry David Carberry |
Director | |
/s/ Donald W. DeGolyer Donald W. DeGolyer |
Director | |
/s/ Douglas A. Michels Douglas A. Michels |
Director |
/s/ Gerald Sokol Gerald Sokol |
Director | |
/s/ Timothy C. Tyson Timothy C. Tyson |
Director |
Exhibit 5.1
Elizabeth A. Diffley Partner elizabeth.diffley@faegredrinker.com 215-988-2607 direct |
Faegre Drinker Biddle & Reath LLP One Logan Square, Suite 2000 Philadelphia, Pennsylvania 19103 +1 215 988 2700 main +1 215 988 2757 fax |
November 9, 2021
Tyme Technologies, Inc.
1 Pluckemin Way, Suite 103
Bedminster, NJ 07921
Re: |
Registration Statement on Form S-8 |
Tyme Technologies, Inc. 2016 Stock Option Plan for Non-Employee Directors
Ladies and Gentlemen:
We have acted as counsel to Tyme Technologiess, Inc., a Delaware corporation (the Company), in connection with the preparation and filing with the Securities and Exchange Commission (the Commission) of a Registration Statement on Form S-8 (the Registration Statement) by the Company under the Securities Act of 1933, as amended (the Act). The Registration Statement relates to the registration of an additional amount of up to 3,000,000 shares (the Shares) of the Companys common stock, par value $0.0001 per share (the Common Stock), issuable pursuant to the Tyme Technologies, Inc. 2016 Stock Option Plan for Non-Employee Directors, as amended and restated (the 2016 Plan).
For purposes of this opinion letter, we have examined the Amended and Restated Articles of Incorporation and the Amended and Restated By-Laws of the Company, each as amended to date and currently in effect, the Registration Statement, the 2016 Plan, and the resolutions of the board of directors of the Company (the Board) relating to the 2016 Plan, the Registration Statement and the issuance of the Shares. We have also examined a certificate of the Secretary of the Company dated the date hereof (the Certificate) and originals, or copies certified or otherwise authenticated to our satisfaction, of such corporate records and other records, agreements, instruments, certificates of public officials and documents as we have deemed necessary as a basis for the opinions hereinafter expressed and have reviewed such matters of law as we have deemed relevant hereto. As to all issues of fact material to this opinion letter, we have relied on certificates, statements or representations of public officials, of officers and representatives of the Company (including the Certificate) and of others, without any independent verification thereof.
In our examination, we have assumed: (i) the legal capacity of all natural persons; (ii) the genuineness of all signatures (including electronic signatures); (iii) the authenticity of all documents submitted to us as originals; (iv) the conformity to original documents of all documents submitted to us as copies; (v) the authenticity of the originals of such latter documents; (vi) the truth, accuracy and completeness of the information, representations and warranties contained in the agreements, documents, instruments, certificates and records we have reviewed; and (vii) the absence of any undisclosed modifications to the agreements and instruments reviewed by us.
Based upon such examination and review, and subject to the foregoing and the other qualifications, assumptions and limitations set forth herein, it is our opinion that the Shares have been duly authorized for issuance, and when (a) the Shares have been issued and delivered in accordance with the 2016 Plan and the terms of the applicable awards granted thereunder, and (b) where applicable, the consideration therefor specified in the 2016 Plan and in the applicable awards granted thereunder has been received by the Company, the Shares will be legally and validly issued, fully paid and non-assessable by the Company.
The foregoing opinion is limited to the Delaware General Corporation Law.
This opinion speaks only as of the date the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion thereafter. This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours, | ||
FAEGRE DRINKER BIDDLE & REATH LLP | ||
By: |
/s/ Elizabeth A. Diffley |
|
Elizabeth A. Diffley, Partner |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have issued our report dated June 10, 2021 with respect to the consolidated financial statements of Tyme Technologies, Inc. included in the Annual Report on Form 10-K for the year ended March 31, 2021, which is incorporated by reference in this Registration Statement. We consent to the incorporation by reference of the aforementioned report in this Registration Statement.
/s/ Grant Thornton LLP
New York, New York
November 9, 2021