Securities Registration: Employee Benefit Plan (s-8)
31 3월 2020 - 6:02AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 30, 2020
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Aileron Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
|
Delaware
|
|
13-4196017
|
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
490 Arsenal Way, Suite 210
Watertown, MA
|
|
02472
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
2017 Stock Incentive Plan
(Full Title of the Plan)
Manuel C. Alves Aivado, M.D., Ph.D.
President and Chief Executive Officer
Aileron Therapeutics, Inc.
490 Arsenal Way, Suite 210
Watertown, MA 02472
(Name
and Address of Agent For Service)
(617) 995-0900
(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. ☒
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
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
|
|
1,112,414 shares (2)
|
|
$0.35 (3)
|
|
$389,344.90 (3)
|
|
$50.54
|
|
(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)
|
Consists of 1,112,414 additional shares issuable under the 2017 Stock Incentive Plan (the “2017
Plan”).
|
|
(3)
|
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 Capital Market on March 24, 2020.
|
STATEMENT OF INCORPORATION BY REFERENCE
This registration statement on Form S-8 is being filed for the purpose of registering the offer and
sale of an additional 1,112,414 shares of Common Stock, $0.001 par value per share, of Aileron Therapeutics, Inc. (the “Registrant”) to be issued under the Registrant’s 2017 Plan. In accordance with General Instruction E to Form S-8, this registration statement on Form S-8 registers 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 Registrant’s following registration statements on Form S-8 previously filed with the Securities and Exchange Commission (the “SEC”), except in each case for Item 8, Exhibits with respect to which the Exhibit Index immediately preceding the exhibits attached
hereto is incorporated by reference:
|
|
(1)
|
Registration Statement on Form
S-8 (File No. 333-219158), filed with the SEC on July 5, 2017 by the Registrant, relating to the Registrant’s 2006 Stock Incentive Plan, 2016 Stock
Incentive Plan, 2017 Plan and 2017 Employee Stock Purchase Plan; and
|
|
|
(2)
|
Registration Statement on Form
S-8 (File No. 333-224785), filed with the SEC on May 9, 2018 by the Registrant, relating to the Registrant’s 2017 Plan; and
|
|
|
(3)
|
Registration Statement on Form
S-8 (File No. 333-230592), filed with the SEC on March 29, 2019 by the Registrant, relating to the Registrant’s 2017 Plan.
|
SIGNATURES
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 Watertown,
Commonwealth of Massachusetts on this 30th day of March, 2020.
|
|
|
|
|
AILERON THERAPEUTICS, INC.
|
|
By:
|
|
/s/ Manuel C. Alves Aivado
|
|
|
|
Manuel C. Alves Aivado, M.D., Ph.D.
|
|
|
|
President and Chief Executive Officer
|
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Aileron Therapeutics, Inc., hereby severally constitute and appoint Manuel C. Alves Aivado,
M.D., Ph.D. and Richard J. Wanstall 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 subsequent 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
Aileron Therapeutics, 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/ Manuel C. Alves Aivado
Manuel C. Alves Aivado, M.D., Ph.D.
|
|
President, Chief Executive Officer and Director
(principal executive officer)
|
|
March 30, 2020
|
|
|
|
|
|
/s/ Richard J. Wanstall
Richard J. Wanstall
|
|
Chief Financial Officer and Treasurer
(principal financial officer and principal accounting officer)
|
|
March 30, 2020
|
|
|
|
|
|
/s/ Jeffrey A. Bailey
Jeffrey A. Bailey
|
|
Chairman of the Board of Directors
|
|
March 30, 2020
|
|
|
|
|
|
/s/ Reinhard J. Ambros
Reinhard J. Ambros, Ph.D.
|
|
Director
|
|
March 30, 2020
|
|
|
|
|
|
/s/ William T. McKee
William T. McKee
|
|
Director
|
|
March 30, 2020
|
|
|
|
|
|
/s/ Jodie P. Morrison
Jodie P. Morrison
|
|
Director
|
|
March 30, 2020
|
|
|
|
|
|
/s/ Nolan Sigal
Nolan Sigal, M.D., PhD.
|
|
Director
|
|
March 30, 2020
|
|
|
|
|
|
/s/ Josef H. Von Rickenbach
Josef H. Von Rickenbach
|
|
Director
|
|
March 30, 2020
|
Aileron Therapeutics (NASDAQ:ALRN)
과거 데이터 주식 차트
부터 1월(1) 2025 으로 2월(2) 2025
Aileron Therapeutics (NASDAQ:ALRN)
과거 데이터 주식 차트
부터 2월(2) 2024 으로 2월(2) 2025
