Delaware
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200 Connell Drive, Suite 1600
Berkeley Heights, NJ 07922
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26-4231384
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(State of Incorporation)
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(Address of principal executive offices) (Zip Code)
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(I.R.S. Employer
Identification No.) |
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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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 of Edge Therapeutics, Inc., par value $0.00033 per share (“Common Stock”)
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1,312,753,
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(2)
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$
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3.05
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(6)
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$
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4,003,896.65
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(6)
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$
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404
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||||||
Common Stock
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1,096,411
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(3)
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$
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2.39
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(6)
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$
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2,620,422.29
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(6)
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$
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264
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||||||
Common Stock
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1,817,857
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(4)
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$
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5.22
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(6)
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$
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9,489,213.54
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(6)
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$
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956
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||||||
Common Stock
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77,033
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(5)
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$
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21.40
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(7)
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$
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1,648,506.20
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(7)
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$
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166
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||||||
Total
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4,304,054
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_______
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$
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17,762,038.68
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$
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1,790
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(1) | Pursuant to Rules 416(a) and 416(c) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) shall also cover any additional shares of Common Stock which become issuable under the Plans (as defined below) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Edge Therapeutics, Inc. (the “Registrant”). |
(2) | Represents 1,312,753 shares of Common Stock not previously registered and subject to options outstanding under the Edge Therapeutics, Inc. 2010 Equity Incentive Plan (the “2010 Plan”). |
(3) | Represents 1,096,411 shares of Common Stock not previously registered and subject to options outstanding under the Edge Therapeutics, Inc. 2012 Equity Incentive Plan (the “2012 Plan”). |
(4) | Represents 1,817,857 shares of Common Stock not previously registered and subject to options outstanding under the Edge Therapeutics, Inc. 2014 Equity Incentive Plan (the “2014 Plan,” and collectively with the 2010 Plan and the 2012 Plan, the “Plans”). |
(5) | Represents 77,033 shares of Common Stock not previously registered and available for issuance under the 2014 Plan. |
(6) | Estimated pursuant to Rule 457(h) of the Securities Act, solely for the purpose of calculating the registration fee, based upon the weighted average price per share at which outstanding options may be exercised. |
(7) | Estimated pursuant to Rule 457(c) of the Securities Act, solely for the purpose of calculating the registration fee, based upon the average of the reported high and low sales prices for a share of Common Stock on October 15, 2015 as reported on the NASDAQ Global Select Market. |
· | transaction from which the director derives an improper personal benefit; |
· | act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
· | unlawful payment of dividends or redemption of shares; or |
· | breach of a director’s duty of loyalty to the corporation or its stockholders. |
EDGE THERAPEUTICS, INC.
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By:
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/s/ Brian A. Leuthner
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Brian A. Leuthner
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Brian A. Leuthner
Brian A. Leuthner
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President and Chief Executive
Officer and Director (Principal Executive Officer) |
October 21, 2015
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/s/ Andrew J. Einhorn
Andrew J. Einhorn
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Chief Financial Officer
(Principal Financial Officer) |
October 21, 2015
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/s/ Albert N. Marchio, II
Albert N. Marchio, II
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Chief Accounting and
Operations Officer (Principal Accounting Officer) |
October 21, 2015
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/s/ Sol Barer
Sol Barer
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Chairman, Board of Directors
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October 21, 2015
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/s/ Isaac Blech
Isaac Blech
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Vice Chairman, Board of
Directors |
October 21, 2015
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/s/ R. Loch Macdonald
R. Loch Macdonald
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Chief Scientific Officer and
Director |
October 21, 2015
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/s/ Kurt Conti
Kurt Conti
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Director
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October 21, 2015
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/s/ James Loughlin
James Loughlin
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Director
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October 21, 2015
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/s/ Robert Spiegel
Robert Spiegel
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Director
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October 21, 2015
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/s/ James I. Healy
James I. Healy
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Director
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October 21, 2015
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/s/ Anders D. Hove
Anders D. Hove
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Director
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October 21, 2015
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Exhibit
Number |
Description
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4.1
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Form of Certificate of Common Stock (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 21, 2015, and incorporated by reference herein).
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4.2
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Edge Therapeutics, Inc. 2010 Equity Incentive Plan (filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 21, 2015, and incorporated by reference herein).
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4.3
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Edge Therapeutics, Inc. 2012 Equity Incentive Plan (filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 21, 2015, and incorporated by reference herein).
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4.4
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Edge Therapeutics, Inc. 2014 Equity Incentive Plan (filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 21, 2015, and incorporated by reference herein).
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4.5
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Amendment to the Edge Therapeutics, Inc. 2010 Equity Incentive Plan, dated June 30, 2014 (filed as Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on August 14, 2015, and incorporated by reference herein).
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5.1
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Opinion of Dechert LLP (counsel to the Registrant) as to the legality of the securities being registered.
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23.1
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Consent of KPMG LLP.
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23.2
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Consent of Dechert LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (contained on the signature page hereto).
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1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
www.dechert.com
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Edge Therapeutics, Inc.
October 21, 2015
Page 2
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