As filed with the Securities and Exchange Commission on June 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
Solid Biosciences Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 90-0943402 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
500 Rutherford Avenue, Third Floor Charlestown, Massachusetts | 02129 | |
(Address of Principal Executive Offices) | (Zip Code) |
2021 Employee Stock Purchase Plan, as amended
(Full Title of the Plan)
Alexander Cumbo
President and Chief Executive Officer
Solid Biosciences Inc.
500 Rutherford Avenue, Third Floor
Charlestown, Massachusetts 02129
(Name and Address of Agent For Service)
(617) 337-4680
(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, 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 | ☐ | 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. ☒
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8, relating to the 2021 Employee Stock Purchase Plan, as amended, of Solid Biosciences Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the 2021 Employee Stock Purchase Plan has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-258856, filed with the Securities and Exchange Commission on August 16, 2021 by the Registrant, relating to the Registrant’s 2020 Equity Incentive Plan, 2021 Employee Stock Purchase Plan, Inducement Stock Option Awards (March 2021 – August 2021) and Inducement Restricted Stock Unit Award (August 2021), except for Item 8, Exhibits.
Item 8. | Exhibits |
* | Filed herewith |
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 Charlestown, Commonwealth of Massachusetts, on this 6th day of June, 2023.
SOLID BIOSCIENCES INC. | ||
By: | /s/ Alexander Cumbo | |
Alexander Cumbo | ||
President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Solid Biosciences Inc., hereby severally constitute and appoint Alexander Cumbo, Kevin Tan and David Howton, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Solid Biosciences Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
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/ Alexander Cumbo Alexander Cumbo | President, Chief Executive Officer and Director | June 6, 2023 | ||
/s/ Kevin Tan Kevin Tan | Chief Financial Officer (Principal Financial and Accounting Officer) | June 6, 2023 | ||
/s/ Ian F. Smith Ian F. Smith | Chairman of the Board | June 6, 2023 | ||
/s/ Martin Freed Martin Freed | Director | June 6, 2023 | ||
/s/ Ilan Ganot Ilan Ganot | Director | June 6, 2023 | ||
/s/ Clare Kahn Clare Kahn | Director | June 6, 2023 | ||
/s/ Georgia Keresty Georgia Keresty | Director | June 6, 2023 | ||
/s/ Adam Koppel Adam Koppel | Director | June 6, 2023 | ||
/s/ Sukumar Nagendran Sukumar Nagendran | Director | June 6, 2023 | ||
/s/ Rajeev Shah Rajeev Shah | Director | June 6, 2023 | ||
/s/ Adam Stone Adam Stone | Director | June 6, 2023 | ||
/s/ Lynne Sullivan Lynne Sullivan | Director | June 6, 2023 |