CONCERT PHARMACEUTICALS, INC. (Form: S-8, Received: 03/03/2022 06:09:44)

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

Concert Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

__________________________________________________



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)

2014 Stock Incentive Plan

(Full Title of the Plan)

Roger D. Tung, Ph.D.

President and Chief Executive Officer

65 Hayden Avenue, Suite 3000N

Lexington, MA 02421

(Name and Address of Agent for Service)

(781) 860-0045

(Telephone Number, Including Area Code, of Agent for Service)

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. ¨

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8, relating to the 2014 Stock Incentive Plan of Concert Pharmaceuticals, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-195125, filed with the Securities and Exchange Commission on April 8, 2014 by the Registrant, relating to the Registrant’s Amended and Restated 2006 Stock Option and Grant Plan and 2014 Stock Incentive Plan, except for “Item 8. Exhibits.” You may request a copy of the documents incorporated by reference into this Registration Statement, free of charge, by written request to Concert Pharmaceuticals, Inc., 65 Hayden Avenue, Suite 3000N, Lexington, MA 02421, Attention: Investor Relations.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.


Exhibit Number	Description of Exhibit	Incorporated by Reference
		Form	File Number	Date of Filing	Exhibit Number	Filed Herewith

3.1	Restated Certificate of Incorporation of the Registrant	8-K	001-36310	February 20, 2014	3.1

3.2	Certificate of Designation of Preferences, Rights and Limitations of Series X1 Preferred Stock	8-K	001-36310	November 8, 2021	3.1

3.3	Amended and Restated By-laws of the Registrant	8-K	001-36310	February 20, 2014	3.2

3.4	Amendment to Amended and Restated By-laws of the Registrant	10-K	001-36310	March 6, 2017	3.3

3.5	Second Amendment to Amended and Restated By-laws of the Registrant	8-K	001-36310	December 11, 2020	3.1

4.1	Specimen certificate evidencing shares of common stock	S-1	333-193335	February 3, 2014	4.1

5.1	Opinion of Goodwin Procter LLP, counsel to the Registrant					X

23.1	Consent of Goodwin Procter LLP (included in Exhibit 5.1)					X

23.2	Consent of Ernst & Young LLP, independent registered public accounting firm for the Registrant					X

24.1	Power of Attorney (included on the signature pages of this Registration Statement)					X

99.1	2014 Stock Incentive Plan	S-1	333-193335	February 3, 2014	10.6

107	Filing Fee Table					X

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 Lexington, Commonwealth of Massachusetts, on this 3rd day of March, 2022.



CONCERT PHARMACEUTICALS, INC.

By:	/s/ Roger D. Tung, Ph.D.
		Roger D. Tung, Ph.D.
		President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Concert Pharmaceuticals, Inc., hereby severally constitute and appoint Roger D. Tung and Marc A. Becker, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Concert Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any 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 and on the dates indicated.

Signature

Title

Date

/s/ Roger D. Tung, Ph.D.

President, Chief Executive Officer and Director (Principal Executive Officer)

March 3, 2022

Roger D. Tung, Ph.D.

/s/ Marc A. Becker

Chief Financial Officer (Principal Financial and Accounting Officer)

March 3, 2022

Marc A. Becker

/s/ Richard H. Aldrich

Chairman of the Board

March 3, 2022

Richard H. Aldrich

/s/ Thomas G. Auchincloss, Jr.

Director

March 3, 2022

Thomas G. Auchincloss, Jr.

/s/ Ronald W. Barrett, Ph.D.

Director

March 3, 2022

Ronald W. Barrett, Ph.D.

/s/ Jesper Høiland

Director

March 3, 2022

Jesper Høiland

/s/ Peter Barton Hutt

Director

March 3, 2022

Peter Barton Hutt

/s/ Wilfred E. Jaeger, M.D.

Director

March 3, 2022

Wilfred E. Jaeger, M.D.

/s/ Christine van Heek

Director

March 3, 2022

Christine van Heek

Exhibit 107

Calculation of Filing Fee Table

Form S-8

(Form Type)

Concert 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 (2)

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Equity

Common stock, $0.001 par value per share

Rule 457(c) and Rule 457(h)

1,389,561 (3)

$2.87

$3,988,041

0.0000927

$370

Total Offering Amounts

$370

Total Fee Offsets

Net Fee Due

$370


(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 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.


(2)			Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on the average of the high and low sales prices of the registrant’s common stock, as quoted on the Nasdaq Global Market, on February 24, 2022, which is a date within five business days prior to the filing of this registration statement.


(3)			Represents 1,389,561 shares of common stock that were automatically added to the shares authorized for issuance under the 2014 Stock Incentive Plan (the “2014 Plan”) pursuant to an “evergreen” provision contained in the 2014 Plan. Pursuant to the provision contained in the 2014 Plan, on January 1, 2022 and each January 1 through 2024, the number of shares authorized for issuance under the 2014 Plan is automatically increased by the lowest of (a) 2,000,000 shares of our common stock, (b) 4% of the number of our outstanding shares on January 1 of each such fiscal year and (c) an amount determined by our board of directors.

Exhibit 5.1


						Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000

March 3, 2022

Concert Pharmaceuticals, Inc.

65 Hayden Avenue, Suite 3000N

Lexington, MA 02421

Re: Securities Being Registered under Registration Statement on Form S-8

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 1,389,561 shares (the “Shares”) of Common Stock, $0.001 par value per share (“Common Stock”), of Concert Pharmaceuticals, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2014 Stock 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 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) filed March 3, 2022 pertaining to the 2014 Stock Incentive Plan of Concert Pharmaceuticals, Inc. of our report dated March 3, 2022, with respect to the consolidated financial statements of Concert Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 3, 2022