Delaware
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26-2216351
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification No.)
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Large accelerated filer
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o
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Accelerated filer
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o
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging growth company
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x
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Title of Securities
to be Registered
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Amount to be Registered
(1)
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Proposed Maximum
Offering Price per Share
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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|||||||||
Common Stock, par value $0.0001 per share
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|||||||
- 2018 Equity Incentive Plan
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1,222,538
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(2)
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$
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18.79
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(4)
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$
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22,971,489
|
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$
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2,784.14
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- 2018 Employee Stock Purchase Plan
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244,507
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(3)
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$
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15.972
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(5)
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$
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3,905,266
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$
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473.32
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Total
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1,467,045
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$
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26,876,755
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$
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3,257.46
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration Statement shall also cover any additional shares of Registrant’s common stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
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(2)
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Represents shares of common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2018 Equity Incentive Plan, as amended (the “
2018 Plan
”), on January 1, 2019 pursuant to an “evergreen” provision contained in the 2018 Plan. Pursuant to such provision, the number of shares reserved for issuance under the 2018 Plan automatically increases on January 1 of each year, starting on January 1, 2019, and continuing through January 1, 2029, by 5% of the total number of shares of the Registrant’s common stock outstanding on December 31st of the preceding calendar year, or a lesser number of shares determined by the Registrant’s board of directors or compensation committee.
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(3)
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Represents shares of common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2018 Employee Stock Purchase Plan (the “
2018 ESPP
”) on January 1, 2019, pursuant to an “evergreen” provision contained in the 2018 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2018 ESPP automatically increases on January 1st of each year, starting on January 1, 2019, and continuing through January 1, 2029, by an amount equal to (i) the lesser of 1% of the total number of shares of the Registrant’s common stock outstanding on December 31st of the preceding calendar year, and (ii) 555,555 shares of common stock.
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(4)
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Estimated in accordance with Rules 457(c) and (h) promulgated under the Securities Act solely for the purpose of calculating the registration fee on the basis of $18.79 per share, the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on March 18, 2019.
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(5)
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Estimated in accordance with Rules 457(c) and (h) promulgated under the Securities Act solely for the purpose of calculating the registration fee on the basis of $15.972 per share, the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on March 18, 2019, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2018 ESPP.
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Incorporated by Reference
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Exhibit
Number
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Description
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Schedule
Form
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File Number
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Exhibit
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Filing Date
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4.1
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8-K
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001-38701
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3.1
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October 19, 2018
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4.2
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S-1/A
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333-227445
|
3.4
|
October 5, 2018
|
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4.3
|
S-1/A
|
333-227445
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4.1
|
October 5, 2018
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5.1*
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23.1*
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23.2*
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24.1*
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99.1
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S-1/A
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333-227445
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10.3
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October 5, 2018
|
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99.2
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S-1/A
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333-227445
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10.4
|
October 5, 2018
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99.3
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S-1/A
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333-227445
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10.5
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October 5, 2018
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99.4
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S-1/A
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333-227445
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10.6
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October 5, 2018
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Signature
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Title
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Date
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/s/ Jeffrey W. Dunn
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President, Chief Executive Officer
(Principal Executive Officer)
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March 22, 2019
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Jeffrey W. Dunn
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/s/ Laura A. Francis
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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March 22, 2019
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Laura A. Francis
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/s/ David P. Bonita, M.D.
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Director
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March 22, 2019
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David P. Bonita, M.D.
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/s/ Timothy E. Davis, Jr.
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Director
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March 22, 2019
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Timothy E. Davis, Jr.
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/s/ John G. Freund, M.D.
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Director
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March 22, 2019
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John G. Freund, M.D.
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/s/ Gregory K. Kinckley
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Director
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March 22, 2019
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Gregory K. Hinckley
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/s/ Karen A. Licitra
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Director
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March 22, 2019
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Karen A. Licitra
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/s/ Mark A. Reiley, M.D.
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Director
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March 22, 2019
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Mark A. Reiley, M.D.
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/s/ Timothy B. Petersen
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Director
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March 22, 2019
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Timothy B. Petersen
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/s/ Keith C. Valentine
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Director
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March 22, 2019
|
Keith C. Valentine
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