As filed with the Securities and Exchange Commission on March 29, 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
Molecular Templates, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 94-3409596 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
9301 Amberglen Blvd, Suite 100
Austin, Texas 78729
(512) 869-1555
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Molecular Templates, Inc. 2018 Equity Incentive Plan
(Full Title of the Plan)
Eric E. Poma, Ph.D.
Chief Executive Officer and Chief Scientific Officer
Molecular Templates, Inc.
9301 Amberglen Blvd, Suite 100
Austin, Texas 78729
(512)869-1555
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
William C. Hicks, Esq.
Matthew J. Gardella, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
(617) 542-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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” inRule 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, indicated 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 | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||
Common Stock, par value $0.001 per share | 1,469,440 | $5.36 | $7,876,198.40 | $954.60 | ||||
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(1) | The number of shares of common stock, par value $0.001 per share (“Common Stock”), of Molecular Templates, Inc. (the “Registrant”) stated above consists of additional shares of common stock available for issuance under the Molecular Templates, Inc. 2018 Equity Incentive Plan, as amended (the “2018 Plan”), by operation of the 2018 Plan’s “evergreen” provision. The maximum number of shares which may be sold upon the exercise of such options or issuance of stock-based awards granted under the 2018 Plan are subject to adjustment in accordance with certain anti-dilution and other provisions of the 2018 Plan. Accordingly, pursuant to Rule 416(a) 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. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the 2018 Plan is based on the average of the high and the low price of Registrant’s Common Stock as reported on the Nasdaq Capital Market on March 25, 2019, a date within five business days prior to filing this Registration Statement. |
EXPLANATORY NOTE
This Registration Statement registers an aggregate of 1,469,440 additional shares of Common Stock reserved for issuance under the 2018 Plan, consisting of an increase of 1,469,440 shares reserved under the 2018 Plan effective January 1, 2019 by operation of the 2018 Plan’s “evergreen” provision. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed onForm S-8 (FileNo. 333-225826), is effective. Pursuant to Instruction E ofForm S-8, the information contained in the Registration Statement onForm S-8 filed with the Securities and Exchange Commission on June 22, 2018, as amended on August 3, 2018 (FileNo. 333-225826) is incorporated by reference herein.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit Index
* | Filed herewith. |
# | Indicates a management contract or compensatory plan. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement onForm S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts on March 29, 2019.
MOLECULAR TEMPLATES, INC. | ||
By: | /s/ Eric E. Poma, Ph.D. | |
Eric E. Poma, Ph.D. | ||
Chief Executive Officer and Chief Scientific Officer |
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Eric E. Poma, Ph.D., and Adam Cutler, and each of them acting individually, as his or her true and lawfulattorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto saidattorneys-in-fact and agents, with full power of each to act alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Eric E. Poma, Ph.D. Eric E. Poma, Ph.D. | Chief Executive Officer and Chief Scientific Officer and Director (Principal Executive Officer) | March 29, 2019 | ||
/s/ Adam Cutler Adam Cutler | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 29, 2019 | ||
/s/ Harold E. Selick, Ph.D. Harold E. Selick, Ph.D. | Director | March 29, 2019 | ||
/s/ Jonathan Lanfear Jonathan Lanfear | Director | March 29, 2019 | ||
/s/ David Hirsch, M.D., Ph.D. David Hirsch, M.D., Ph.D. | Director | March 29, 2019 | ||
/s/ David R. Hoffmann David R. Hoffmann | Director | March 29, 2019 | ||
/s/ Kevin M. Lalande Kevin M. Lalande | Director | March 29, 2019 | ||
/s/ Scott Morenstein Scott Morenstein | Director | March 29, 2019 |