|
|
|
Delaware
|
|
20-4839882
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
65 Hayden Avenue, Suite 3000N
Lexington, MA 02421
|
|
02421
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
|
|
|
|
|
Large accelerated filer
|
¨
|
|
Accelerated filer
|
x
|
|
|
|
|
|
Non-accelerated filer
|
¨
|
|
Smaller reporting company
|
x
|
|
|
|
|
|
|
|
|
Emerging growth company
|
x
|
|
|
|
|
|
|
|
|
|
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
|
Common Stock, $0.001 par value per share
|
|
937,503 shares
|
|
$14.67
|
|
$13,753,169
|
|
$1,667
|
|
(1)
|
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.
|
(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, 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 February 22, 2019.
|
Item 8.
|
Exhibits.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
Incorporated by Reference
|
|
|
||||||
|
|
Form
|
|
File Number
|
|
Date of Filing
|
|
Exhibit
Number
|
|
Filed
Herewith
|
||
|
|
|
|
|
|
|
||||||
3.1
|
|
|
8-K
|
|
001-36310
|
|
February 20, 2014
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
||||||
3.2
|
|
|
8-K
|
|
001-36310
|
|
February 20, 2014
|
|
3.2
|
|
|
|
|
|
|
|
|
|
|
||||||
3.3
|
|
|
10-K
|
|
001-36310
|
|
March 6, 2017
|
|
3.3
|
|
|
|
|
|
|
|
|
|
|
||||||
5.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
||||||
23.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
||||||
23.2
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
||||||
24.1
|
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
||||||
99.1
|
|
|
S-1
|
|
333-193335
|
|
February 3, 2014
|
|
10.6
|
|
|
|
|
|
CONCERT PHARMACEUTICALS, INC.
|
||
|
|
|
By:
|
/s/ Roger. D Tung
|
|
|
|
Roger D. Tung, Ph.D.
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Roger D. Tung
|
|
Director, President and Chief Executive Officer (Principal Executive Officer)
|
|
February 28, 2019
|
Roger D. Tung, Ph.D.
|
|
|
||
|
|
|
||
/s/ Marc Becker
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
February 28, 2019
|
Marc Becker
|
|
|
||
|
|
|
|
|
/s/ Ryan Lynch
|
|
Corporate Controller (Principal Accounting Officer)
|
|
February 28, 2019
|
Ryan Lynch
|
|
|
||
|
|
|
||
/s/ Richard H. Aldrich
|
|
Director
|
|
February 28, 2019
|
Richard H. Aldrich
|
|
|
||
|
|
|
||
/s/ Thomas G. Auchincloss
|
|
Director
|
|
February 28, 2019
|
Thomas G. Auchincloss
|
|
|
||
|
|
|
||
/s/ Ronald W. Barrett
|
|
Director
|
|
February 28, 2019
|
Ronald W. Barrett, Ph.D.
|
|
|
||
|
|
|
||
/s/ Christine van Heek
|
|
Director
|
|
February 28, 2019
|
Christine van Heek
|
|
|
||
|
|
|
|
|
/s/ Peter Barton Hutt
|
|
Director
|
|
February 28, 2019
|
Peter Barton Hutt
|
|
|
||
|
|
|
|
|
/s/ Wilfred E. Jaeger
|
|
Director
|
|
February 28, 2019
|
Wilfred E. Jaeger, M.D.
|
|
|
||
|
|
|
||
/s/ Wendell Wierenga,
|
|
Director
|
|
February 28, 2019
|
Wendell Wierenga, Ph.D.
|
|
|
|
Goodwin Procter
LLP
100 Northern Avenue
Boston, MA 02210
|
goodwinlaw.com
+1 617 570 1000
|
Very truly yours,
|
|
/s/ GOODWIN PROCTER LLP
|
GOODWIN PROCTER LLP
|