As filed with the Securities and Exchange Commission on March 14, 2019
REGISTRATION NO. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under the
SECURITIES ACT OF 1933
SPERO
THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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46-4590683
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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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675 Massachusetts Avenue, 14
th
Floor
Cambridge, Massachusetts 02139
(Address, Including Zip Code, of Principal Executive Offices)
SPERO THERAPEUTICS, INC. 2019 INDUCEMENT EQUITY INCENTIVE PLAN
(Full Title of the Plan)
Ankit Mahadevia, M.D., Chief Executive Officer and President
Spero Therapeutics, Inc.
675 Massachusetts Avenue, 14th Floor
Cambridge, Massachusetts 02139
(857) 242-1600
(Name,
Address and 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 or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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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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Emerging growth company
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☒
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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
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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, $0.001 par value
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331,500 shares
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$11.95
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$3,961,425.00
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$480.13
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(1)
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Spero Therapeutics, Inc., a Delaware corporation (the Registrant), is filing this Registration
Statement to register 331,500 shares of common stock, $0.001 par value (the Common Stock), of the Registrant for issuance under the Spero Therapeutics, Inc. 2019 Inducement Equity Incentive Plan (the Inducement Plan). The
maximum number of shares which may be sold upon the exercise of options or stock-based awards granted under the Inducement Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the Inducement Plan.
Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be
subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.
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(2)
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This calculation is made solely for the purpose of determining the registration fee pursuant to the provisions
of Rule 457(c) and (h) under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future grant or issuance under the Inducement Plan are based on the average of the high and low sale prices
per share of the Common Stock as reported on The Nasdaq Global Select Market as of a date (March 8, 2019) within five business days prior to filing this Registration Statement.
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