As filed with the Securities and Exchange Commission on November 6, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Odonate Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 82-2493065 |
4747 Executive Drive, Suite 510
San Diego, CA 92121
(Address of principal executive offices, zip code)
Odonate Therapeutics, Inc. 2017 Stock Option Plan
(Full title of the plan)
Kevin Tang
Chairman and Chief Executive Officer
Odonate Therapeutics, Inc.
4747 Executive Drive, Suite 510
San Diego, CA 92121
(Name and address of agent for service)
(858) 731-8180
(Telephone number, including area code, of agent for service)
with a copy to:
Ryan Murr, Esq. |
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 | ☒ |
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Non-accelerated filer | ☐ | Smaller reporting company | ☒ |
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| 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
Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Common Stock, par value $0.01 per share, reserved under the Odonate Therapeutics, Inc. 2017 Stock Option Plan, as amended | 1,500,000 | $32.92(2) | $49,380,000(2) | $6,410 |
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities that may be offered or issued in respect of the securities registered by this Registration Statement to prevent dilution as a result of any stock dividend, stock split, recapitalization or other similar transaction, and any other securities with respect to which the outstanding shares are converted or exchanged. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act, based on the average of the high and low prices of the common stock, par value $0.01 per share (the “Common Stock”) of Odonate Therapeutics, Inc. (the “Registrant”) on the Nasdaq Global Select Market on November 5, 2019. |
This Registration Statement on Form S-8 is 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 an employee benefit plan is effective. The Registrant previously registered shares of Common Stock for issuance under the Odonate Therapeutics, Inc. 2017 Stock Option Plan, as amended (the “2017 Plan”) under a Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission on April 6, 2018 (File No. 333-224175) (the “Prior Registration Statement”). Accordingly, pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statement to the extent relating to registration of shares of Common Stock for issuance under the 2017 Plan, except for “Item 8. Exhibits.”
Item 8. Exhibits
Exhibit |
| Description |
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4.1 |
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4.2 |
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5.1* |
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23.1* |
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23.2* |
| Consent of Gibson, Dunn & Crutcher, LLP (included in Exhibit 5.1) |
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24.1* |
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99.1* |
| Odonate Therapeutics, Inc. 2017 Stock Option Plan, as amended |
*Filed herewith
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 San Diego, California, on November 6, 2019.
ODONATE THERAPEUTICS, INC. | |
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By: | /s/ Kevin Tang |
Name: | Kevin Tang |
Title: | Chairman and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints Kevin Tang, John Lemkey and Michael Hearne, and each of them, the true and lawful attorneys-in-fact and agents of the undersigned, with full power of substitution and resubstitution, for and in the name, place and stead of the undersigned, to sign in any and all capacities (including, without limitation, the capacities listed below), with respect to this Registration Statement, any and all amendments, including post-effective amendments, to this Registration Statement and any registration statement relating to the offering covered by this Registration Statement and filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the U.S. Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and anything necessary to be done to enable Odonate Therapeutics, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all the requirements of the U.S. Securities and Exchange Commission, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their 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 set forth opposite their names and on the dates indicated below.
Signature |
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/s/ Kevin Tang Kevin Tang |
| Chairman and Chief Executive Officer (principal executive officer) |
| November 6, 2019 |
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/s/ Michael Hearne Michael Hearne |
| Chief Financial Officer (principal financial and accounting officer) |
| November 6, 2019 |
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/s/ Aaron Davis Aaron Davis |
| Director |
| November 6, 2019 |
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/s/ Craig Johnson Craig Johnson |
| Director |
| November 6, 2019 |
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/s/ Laura Johnson Douglass Laura Johnson Douglass |
| Director |
| November 6, 2019 |
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/s/ Robert Rosen Robert Rosen |
| Director |
| November 6, 2019 |
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/s/ George Tidmarsh, M.D., Ph.D. George Tidmarsh, M.D., Ph.D. |
| Director |
| November 6, 2019 |