Securities Registration: Employee Benefit Plan (s-8)
07 March 2023 - 1:05AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on March 6, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENTRADA THERAPEUTICS, INC.
(Exact name of registrant as specified in its
charter)
Delaware |
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81-3983399 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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6 Tide Street
Boston, MA |
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02210 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Entrada Therapeutics, Inc. 2021 Stock
Option and Incentive Plan
Entrada Therapeutics, Inc. 2021 Employee
Stock Purchase Plan
(Full title of the plans)
Dipal Doshi
President and Chief Executive Officer
Entrada Therapeutics, Inc.
6 Tide Street
Boston, MA 02210
(Name and address of agent for service)
(857) 520-9158
(Telephone number, including area code, of agent
for service)
Copies to:
Kingsley L. Taft
Sarah Ashfaq
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
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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 |
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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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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 |
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. ¨
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed for the purposes
of registering (i) an additional 1,257,940 shares of common stock, par value $0.0001 per share (the
“common stock”), of Entrada Therapeutics, Inc. (the “Registrant”) that may be issued pursuant to the
Entrada Therapeutics, Inc. 2021 Stock Option and Incentive Plan (the “2021 Plan”) and (ii) an additional 314,485
shares of common stock of the Registrant that may be issued pursuant to the Entrada Therapeutics, Inc. 2021 Employee Stock Purchase
Plan (the “2021 ESPP”). The number of shares of common stock reserved and available for issuance under the 2021 Plan is subject
to an automatic annual increase on each January 1 by an amount equal to the lesser of: (i) four percent (4%) of the number of
shares of common stock issued and outstanding on the immediately preceding December 31, or (ii) such number of shares of common
stock as determined by the Administrator (as defined in the 2021 Plan). Accordingly, on January 1, 2023, the number of shares of
common stock reserved and available for issuance under the 2021 Plan increased by 1,257,940. This Registration Statement registers these
additional 1,257,940 shares of common stock. The additional shares are of the same class as other securities relating to the 2021 Plan
for which the Registrant’s registration statement filed on Form S-8 (File No. 333-260563 and SEC File No. 333-263556)
on October 28, 2021 and March 15, 2022, respectively, is effective. The number of shares of common stock reserved and available
for issuance under the 2021 ESPP is subject to an automatic annual increase on each January 1 by an amount equal to the lesser of:
(i) 557,524 shares of common stock, (ii) one percent (1%) of the number of shares of common stock issued and outstanding on
the immediately preceding December 31, or (iii) such number of shares of common stock as determined by the Administrator (as
defined in the 2021 ESPP). Accordingly, on January 1, 2023, the number of shares of common stock reserved and available for issuance
under the 2021 ESPP increased by 314,485. This Registration Statement registers these additional 314,485 shares of common stock. The additional
shares are of the same class as other securities relating to the 2021 ESPP for which the Registrant’s registration statement filed
on Form S-8 (File No. 333-260563 and SEC File No. 333-263556) on October 28, 2021 and March 15, 2022, respectively,
is effective. The information contained in the Registrant’s registration statement on Form S-8 (File No. 333-260563 and
SEC File No. 333-263556) is hereby incorporated by reference pursuant to General Instruction E.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
See the Exhibit Index for a list of exhibits filed as part of
this Registration Statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
Exhibit
No. |
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Description |
4.1 |
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Fourth
Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Registrant’s Registration
Statement on Form S-1, as amended (File No. 333-260160)). |
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4.2 |
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Amended
and Restated Bylaws (Incorporated by reference to Exhibit 3.4 to the Registrant’s Registration Statement on Form S-1,
as amended (File No. 333-260160)). |
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4.3 |
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Amended
and Restated Investors’ Rights Agreement, dated as of March 29, 2021 (Incorporated by reference to Exhibit 4.2 to
the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-260160)). |
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5.1* |
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Opinion
of Goodwin Procter LLP. |
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23.1* |
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Consent
of Ernst & Young LLP, independent registered public accounting firm. |
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23.2* |
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Consent
of Goodwin Procter LLP (included in Exhibit 5.1). |
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24.1* |
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Power
of Attorney (included on signature page). |
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99.1 |
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2016
Stock Incentive Plan, and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.1 to the Registrant’s
Registration Statement on Form S-1, as amended (File No. 333- 260160)). |
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99.2 |
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2021
Stock Option and Incentive Plan, and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the
Registrant’s Registration Statement on Form S-1, as amended (File No. 333-260160)). |
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99.3 |
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2021
Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on
Form S-1, as amended (File No. 333-260160)). |
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107* |
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Filing
Fee Table. |
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 Boston,
Commonwealth of Massachusetts, on this 6th day of March, 2023.
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ENTRADA THERAPEUTICS, INC. |
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By: |
/s/ Dipal Doshi |
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Name: Dipal Doshi
Title: President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears
below hereby constitutes and appoints each of Dipal Doshi and Kory Wentworth as such person’s true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and
to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting
unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying
and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause
to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in their capacities and on the date indicated below.
Name |
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Title |
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Date |
/s/ Dipal Doshi |
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President and Chief Executive Officer |
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March 6, 2023 |
Dipal Doshi |
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(Principal Executive Officer) |
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/s/ Kory Wentworth |
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Chief Financial Officer |
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March 6, 2023 |
Kory Wentworth |
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(Principal Financial and Accounting Officer) |
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/s/ Kush M. Parmar, M.D., Ph.D. |
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Chairman and Director |
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March 6, 2023 |
Kush M. Parmar, M.D., Ph.D. |
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/s/ John F. Crowley |
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Director |
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March 6, 2023 |
John F. Crowley |
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/s/ Todd Foley |
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Director |
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March 6, 2023 |
Todd Foley |
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/s/ Peter S. Kim, Ph.D. |
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Director |
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March 6, 2023 |
Peter S. Kim, Ph.D. |
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/s/ Carole Nuechterlein |
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Director |
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March 6, 2023 |
Carole Nuechterlein |
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/s/ Mary Thistle |
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Director |
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March 6, 2023 |
Mary Thistle |
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