As filed with the Securities and Exchange Commission on March 3, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Longboard Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 84-5009619 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
4275 Executive Square, Suite 950 La Jolla, California |
92037 | |
(Address of Principal Executive Offices) | (Zip Code) |
2021 Equity Incentive Plan
2021 Employee Stock Purchase Plan
(Full titles of the plans)
Kevin R. Lind
President and Chief Executive Officer
Longboard Pharmaceuticals, Inc.
4275 Executive Square, Suite 950
La Jolla, California 92037
(619) 592-9775
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Steven M. Przesmicki Alexa M. Ekman Cooley LLP 4401 Eastgate Mall San Diego, California 92121 (858) 550-6000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register additional securities of the same class as other securities for which a Registration Statement on Form S-8 of Longboard Pharmaceuticals, Inc. (the Registrant) relating to the same employee benefit plans is effective. The Registrant previously registered shares of voting common stock, par value $0.0001 per share (Common Stock), for issuance under the Registrants 2021 Equity Incentive Plan (the Plan) and the Registrants 2021 Employee Stock Purchase Plan (the ESPP) pursuant to a Registration Statement on Form S-8 (File No. 333-254244) filed with the Securities and Exchange Commission (the Commission) on March 12, 2021 (the Prior Registration Statement). In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference. The Registrant is registering an aggregate of 1,032,920 additional shares of Common Stock pursuant to the provisions of the Plan and ESPP providing for automatic increases in the number of shares of Common Stock reserved and available for issuance under the Plan and ESPP on January 1, 2022.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed by the Registrant with the Commission:
(a) | The Registrants Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 3, 2022; and |
(b) | The description of the Registrants Common Stock contained in the Registrants Registration Statement on Form 8-A filed on March 9, 2021, as amended by Form 8-A/A filed on March 11, 2021 (File No. 001-40192), under Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act), including any amendment or report filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or portions thereof that are furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. 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 herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded.
Item 8. | Exhibits. |
The exhibits to this Registration Statement are listed below:
* | Filed herewith. |
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 La Jolla, State of California, on March 3, 2022.
LONGBOARD PHARMACEUTICALS, INC. | ||
By: | /s/ Kevin R. Lind | |
Kevin R. Lind | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin R. Lind and Brandi L. Roberts, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange 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 in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute or substitutes, 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 persons in the capacities and on the dates indicated.
Name |
Title |
Date | ||
/s/ Kevin R. Lind |
President, Chief Executive Officer and Director |
March 3, 2022 | ||
Kevin R. Lind |
(Principal Executive Officer) | |||
/s/ Brandi L. Roberts |
Chief Financial Officer |
March 3, 2022 | ||
Brandi L. Roberts |
(Principal Financial and Accounting Officer) | |||
/s/ Vincent E. Aurentz |
Director |
March 3, 2022 | ||
Vincent E. Aurentz |
||||
/s/ Corinne Le Goff |
Director |
March 3, 2022 | ||
Corinne Le Goff, Pharm.D. |
||||
/s/ Casey C. Lynch |
Director |
March 3, 2022 | ||
Casey C. Lynch |
||||
/s/ Phillip M. Schneider |
Director |
March 3, 2022 | ||
Phillip M. Schneider |
||||
/s/ Paul J. Sekhri |
Director |
March 3, 2022 | ||
Paul J. Sekhri |
||||
/s/ Jane Tiller |
Director |
March 3, 2022 | ||
Jane Tiller, MBChB, FRCPsych |
Exhibit 5.1
Steven M. Przesmicki
+1 858 550 6070
przes@cooley.com
March 3, 2022
Longboard Pharmaceuticals, Inc.
4275 Executive Square, Suite 950
La Jolla, California 92037
Ladies and Gentlemen:
You have requested our opinion, as counsel to Longboard Pharmaceuticals, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a registration statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission covering the offering of up to 1,032,920 shares (the Shares) of the Companys Common Stock, par value $0.0001 per share (Common Stock), including (i) 860,767 shares of Common Stock issuable pursuant to the Companys 2021 Equity Incentive Plan (the Incentive Plan) and (ii) 172,153 shares of Common Stock issuable pursuant to the Companys 2021 Employee Stock Purchase Plan (together with the Incentive Plan, the Plans).
In connection with this opinion, we have examined and relied upon the Registration Statement and related prospectuses, the Plans, the Companys Certificate of Incorporation and Bylaws, each as currently in effect, and originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness of such documents. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related prospectuses, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
Longboard Pharmaceuticals, Inc.
March 3, 2022
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely, | ||
Cooley LLP | ||
By: | /s/ Steven M. Przesmicki | |
Steven M. Przesmicki |
4401 EASTGATE MALL, SAN DIEGO, CA 92121 T: (858) 550-6000 F: (858) 550-6420 WWW.COOLEY.COM
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Longboard Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee(2) | |||||||
Equity |
2021 Equity Incentive Plan Voting Common Stock, $0.0001 par value per share |
Other(5) | 860,767(3) | $4.69(5) | $4,036,997.23 | .0000927 | $374.23 | |||||||
Equity |
2021 Employee Stock Purchase Plan Voting Common Stock, $0.0001 par value per share |
Other(6) | 172,153(4) | $3.98(6) | $685,168.94 | .0000927 | $63.51 | |||||||
Total Offering Amounts |
$4,722,166.17 | | ||||||||||||
Total Fees Previously Paid |
| |||||||||||||
Total Fee Offsets |
| |||||||||||||
Net Fee Due |
$437.74 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of voting common stock (Voting Common Stock) of Longboard Pharmaceuticals, Inc. (the Registrant) that become issuable under the Registrants 2021 Equity Incentive Plan (the 2021 Plan) and the Registrants 2021 Employee Stock Purchase Plan (the 2021 ESPP) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
(2) | The Registrant does not have any fee offsets. |
(3) | Represents shares of Voting Common Stock that were automatically added to the shares available for issuance under the 2021 Plan on January 1, 2022 pursuant to the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2021 Plan will automatically increase on January 1st of each year, for a period of ten years, commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to 5% of the total number of shares of the Registrants common stock outstanding on December 31 of the preceding year (determined on an as-converted to Voting Common Stock basis); provided, however, that the Registrants board of directors may act prior to January 1st of a given year to provide that the increase for such year will be a lesser number of shares of Voting Common Stock. |
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(4) | Represents shares of Voting Common Stock that were automatically added to the shares available for issuance under the 2021 ESPP on January 1, 2022 pursuant to the automatic increase feature of such plan, which provides that the number of shares reserved for issuance under the 2021 ESPP will automatically increase on January 1st of each year, for a period of ten years, commencing on January 1, 2022 and ending on (and including) January 1, 2031, in an amount equal to the lesser of (i) 1% of the total number of shares of common stock outstanding on December 31st of the preceding calendar year (determined on an as-converted to Voting Common Stock basis), (ii) such number of shares of Voting Common Stock that would cause the aggregate number of shares of common stock then reserved for issuance under the 2021 ESPP to equal 1,060,017 shares and (iii) a number of shares of Voting Common Stock designated by action of the Registrants board of directors prior to the applicable January 1st. |
(5) | Estimated in accordance with Rules 457(c) and 457(h) promulgated under the Securities Act solely for purposes of calculating the registration fee on the basis of $4.69, the average of the high and low prices of the Registrants Voting Common Stock as reported on the Nasdaq Global Market on February 28, 2022. |
(6) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and 457(c) of the Securities Act. The proposed maximum aggregate offering price per share and proposed maximum aggregate offering price are calculated using the average of the high and low prices of the Voting Common Stock as reported on Nasdaq Global Market on February 28, 2022, multiplied by 85%. |
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