Securities Registration: Employee Benefit Plan (s-8)
17 March 2017 - 7:32AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 16, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
Histogenics Corporation
(Exact name of Registrant as specified in its charter)
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Delaware
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04-3522315
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(State or Other Jurisdiction of
Incorporation or Organization)
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(IRS Employer
Identification No.)
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830 Winter Street, 3rd Floor
Waltham, Massachusetts 02451
(781) 547-7900
(Address,
including zip code, and telephone number, including area code, of Registrants principal executive offices)
2013 Equity
Incentive Plan
2013 Employee Stock Purchase Plan
(Full title of plans)
Jonathan
Lieber
Chief Financial Officer
830 Winter Street, 3rd Floor
Waltham, Massachusetts 02451
(Name and address of agent for service)
(781) 547-7900
(Telephone
number, including area code, of agent for service)
Please send
copies of all communications to:
Marc F. Dupré, Esq.
Albert W. Vanderlaan, Esq.
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
One Marina Park Drive, Suite 900
Boston, Massachusetts 02210
Telephone: (617) 648-9100
Indicate by check mark whether
the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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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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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☒
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CALCULATION OF REGISTRATION FEE
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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(2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, $0.01 par value per share
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2013 Equity Incentive Plan
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825,904
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$1.79
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$1,478,368.16
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$171.34
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2013 Employee Stock Purchase Plan
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206,476
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$1.79
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$369,592.04
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$42.84
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TOTAL
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1,032,380
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$1,847,960.20
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$214.18
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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 Registrants 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 that results in an increase to the number of outstanding shares of Registrants Common
Stock, as applicable.
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(2)
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Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act. The offering price per share and aggregate offering price for the unissued
stock options and shares of Common Stock are based upon the average of the high and low prices of the Registrants common stock as reported on The NASDAQ Stock Exchange Global Market on March 14, 2017.
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EXPLANATORY NOTE
Information Required in the Section 10(a) Prospectus
Pursuant to General Instruction E to Form S-8 under the Securities Act, this Registration Statement is filed by Histogenics Corporation (the
Company) for the purpose of registering additional shares of Common Stock under the Companys 2013 Equity Incentive Plan, as amended (the EIP), and the Companys 2013 Employee Stock Purchase Plan (the
ESPP).
The number of shares of Common Stock available for issuance under the EIP is subject to an automatic annual increase
on the first day of the Companys calendar year beginning in 2017 equal to the lesser of (a) 4.0% of the total number of shares of Common Stock outstanding on December 31 of the prior year or, (b) the number determined by the
Companys Board of Directors (the EIP Evergreen Provision). Accordingly, the number of shares of Common Stock available for issuance under the EIP was increased by 825,904 shares effective January 1, 2017. This Registration
Statement registers the 825,904 additional shares of Common Stock available for issuance under the EIP as a result of the EIP Evergreen Provision.
The number of shares of Common Stock available for issuance under the ESPP is subject to an automatic annual increase on the first day of the
Companys calendar year beginning in 2015 equal to the lowest of (a) 1.0% of the total number of shares of Common Stock then outstanding, (b) 51,832 shares of Common Stock or (c) the number determined by the Companys Board
of Directors (the ESPP Evergreen Provision). Accordingly, the number of shares of Common Stock available for issuance under the ESPP was increased by 206,476 shares effective January 1, 2017. This Registration Statement registers
the 206,476 additional shares of Common Stock available for issuance under the EIP as a result of the EIP Evergreen Provision.
Of the
2,022,861 shares currently authorized by the EIP, 1,196,957 have already been registered pursuant to the currently effective Registration Statements on Form S-8 (Registration Nos. 333-201552, 333-210075 and 333-212358) filed on January 16,
2015, March 3, 2016 and June 30, 2016, respectively (collectively, the Original Registration Statement). Of the 413,805 shares currently authorized by the ESPP, 207,329 have already been registered pursuant to the Original
Registration Statement. The contents of the Original Registration Statement, including any amendments thereto or filings incorporated therein, are incorporated herein by this reference. Any items in the Original Registration Statement not expressly
changed hereby shall be as set forth in the Original Registration Statement.
I-1
PART II
Information Required in the Registration Statement
Item 8.
Exhibits
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Exhibit
Number
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Incorporated by Reference
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Filed
Herewith
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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5.1
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Opinion and Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
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X
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23.1
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Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
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X
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23.2
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Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1).
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X
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24.1
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Power of Attorney (incorporated by reference to the signature page of this Registration Statement).
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X
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II-1
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 Waltham, Commonwealth of Massachusetts, on this 16
th
day of March, 2017.
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HISTOGENICS CORPORATION
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/s/ Jonathan Lieber
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Jonathan Lieber
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Chief Financial Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS
, that the undersigned officers and directors of Histogenics Corporation, a Delaware corporation, do
hereby constitute and appoint Adam Gridley and Jonathan Lieber, and each of them, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and
agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission
in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities
indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with
this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
on behalf of the Registrant in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Adam Gridley
Adam Gridley
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Chief Executive Officer, President and Director
(Principal Executive Officer)
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March 16, 2017
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/s/ Jonathan Lieber
Jonathan Lieber
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Chief Financial Officer
(Principal Financial and Accounting Officer)
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March 16, 2017
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/s/ Garheng Kong, M.D., Ph.D.
Garheng Kong, M.D., Ph.D.
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Chairman of the Board
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March 16, 2017
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/s/ Joshua Baltzell
Joshua Baltzell
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Director
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March 16, 2017
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/s/ David Gill
David Gill
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Director
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March 16, 2017
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/s/ John H. Johnson
John H. Johnson
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Director
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March 16, 2017
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/s/ Michael Lewis
Michael Lewis
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Director
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March 16, 2017
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/s/ Kevin Rakin
Kevin Rakin
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Director
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March 16, 2017
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EXHIBIT INDEX
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Exhibit
Number
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Incorporated by Reference
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Filed
Herewith
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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5.1
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Opinion and Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
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X
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23.1
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Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm.
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X
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23.2
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Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1).
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X
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24.1
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Power of Attorney (incorporated by reference to the signature page of this Registration Statement).
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X
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