As filed with the Securities and Exchange Commission on July 23, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BELLICUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 20-1450200 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
2130 W. Holcombe Blvd., Ste. 800 Houston, Texas | 77030 | |
(Address of Principal Executive Offices) | (Zip Code) |
Bellicum Pharmaceuticals, Inc. 2019 Equity Incentive Plan
(Full title of the plan)
Richard A. Fair
President and Chief Executive Officer
Bellicum Pharmaceuticals, Inc.
2130 W. Holcombe Blvd., Ste. 800
Houston, Texas 77030
(832)384-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Karen E. Anderson, Esq. Cooley LLP 4401 Eastgate Mall San Diego, California 92121 Tel:(858) 550-6000 | Atabak Mokari 2130 W. Holcombe Blvd., Ste. 800 Houston, Texas 77030 (832)384-1100 |
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, 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 | Amount to be registered (1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price(2) | Amount of registration fee | ||||
2019 Equity Incentive Plan Common Stock, $0.01 par value per share | 500,000(3) | $1.58 | $787,500 | $95.45 | ||||
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(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock (“Common Stock”) that become issuable under the Bellicum Pharmaceuticals, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
(2) | This estimate is made solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) of the Securities Act. The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant’s Common Stock on July 22, 2019, as reported on The Nasdaq Global Market. |
(3) Represents the number of shares of Common Stock reserved for issuance under the 2019 Plan to be used exclusively for the grant of inducement awards (the “Inducement Share Pool”).
EXPLANATORY NOTE
The Registration Statement is being filed for the purpose of registering an additional 500,000 shares of the Registrant’s Common Stock to be issued pursuant to the 2019 Plan, which has been amended to provide for the Inducement Share Pool.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTON FORM S-8
The Registrant previously registered shares of its Common Stock for issuance under the 2019 Plan under a Registration Statement onForm S-8 filed with the Securities and Exchange Commission on June 24, 2019 (FileNo. 333-232304). Pursuant to General Instruction E toForm S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
Item 8. Exhibits.
(1) | Previously filed as Exhibit 3.1 to the Registrant’s Current Report onForm 8-K, filed with the Commission on December 23, 2014, and incorporated herein by reference. |
(2) | Previously filed as Exhibit 3.2 to the Registrant’s Current Report onForm 8-K, filed with the Commission on December 23, 2014, and incorporated herein by reference. |
(3) | Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement onForm S-1(File No. 333-200328), originally filed with the Commission on November 18, 2014, as amended, and incorporated herein by reference. |
(4) | Previously filed as Exhibit 4.2 to the Registrant’s Registration Statement onForm S-1(File No. 333-200328), originally filed with the Commission on November 18, 2014, as amended, and incorporated herein by reference. |
(5) | Previously filed as Exhibit 4.3 to the Registrant’s Registration Statement onForm S-3(File No. 333-209012), originally filed with the Commission on January 15, 2016, and incorporated herein by reference. |
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 onForm 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 Houston, State of Texas, on July 23, 2019.
BELLICUM PHARMACEUTICALS, INC. | ||
By: | /s/ Richard A. Fair | |
Richard A. Fair President and Chief Executive Officer |
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Fair, as his true and lawfulattorney-in-fact and agent, with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorney-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 he might or could do in person, hereby ratifying and confirming all that saidattorney-in-fact and agent, or his substitute or substitutes, may lawfully 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 in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Richard A. Fair Richard A. Fair | President, Chief Executive Officer and Director (Principal Executive Officer) | July 23, 2019 | ||
/s/ Atabak Mokari Atabak Mokari | Chief Financial Officer (Principal Financial Officer) | July 23, 2019 | ||
/s/ Rosemary Y. Williams Rosemary Y. Williams | Vice President of Finance and Controller (Principal Accounting Officer) | July 23, 2019 | ||
/s/ James Brown James Brown | Director (Chairman) | July 23, 2019 | ||
/s/ James M. Daly James M. Daly | Director | July 23, 2019 | ||
/s/ Stephen R. Davis Stephen R. Davis | Director | July 23, 2019 | ||
/s/ Edmund P. Harrigan Edmund P. Harrigan, M.D. | Director | July 23, 2019 | ||
/s/ Reid M. Huber Reid M. Huber, Ph.D. | Director | July 23, 2019 | ||
/s/ Judith V. Klimovsky Judith V. Klimovsky, M.D. | Director | July 23, 2019 | ||
/s/ Jon P. Stonehouse Jon P. Stonehouse | Director | July 23, 2019 |