As filed with the Securities and Exchange Commission on March 29, 2022
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Akouos, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware |
| 81-1716654 |
(State or Other Jurisdiction of |
| (I.R.S. Employer |
645 Summer Street |
| 02210 |
(Address of Principal Executive Offices) |
| (Zip Code) |
2020 Stock Plan
2020 Employee Stock Purchase Plan
(Full Title of the Plan)
Emmanuel Simons, Ph.D., M.B.A.
President and Chief Executive Officer
Akouos, Inc.
645 Summer Street
Suite 200
Boston, Massachusetts 02210
(Name and Address of Agent for Service)
(857) 410-1818
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Karoline Shair, Ph.D., J.D.
Akouos, Inc.
645 Summer Street
Suite 200
Boston, Massachusetts 02210
(857) 410-1818
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 |
| x |
| Smaller reporting company |
| x |
|
|
|
| |||
|
|
|
| Emerging growth company |
| 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. ☐
PART I
Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the 2020 Stock Plan and 2020 Employee Stock Purchase Plan of Akouos, 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 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-239571, filed with the Securities and Exchange Commission on June 30, 2020 by the Registrant, relating to the Registrant’s 2016 Stock Plan, 2020 Stock Plan and 2020 Employee Stock Purchase Plan and (ii) the Registration Statement on Form S-8 , File No. 333-254803, filed with the Securities and Exchange Commission on March 29, 2021 by the Registrant, relating to the Registrant’s 2020 Stock Plan and 2020 Employee Stock Purchase Plan. The information required by Part II is omitted, except as supplemented by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are incorporated herein by reference:
| | |
Number |
| Description |
|
|
|
4.1 |
| |
|
|
|
4.2 |
|
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 29th day of March, 2022.
| | |
| AKOUOS, INC. | |
|
| |
|
|
|
| By: | /s/ Emmanuel Simons |
|
| Emmanuel Simons, Ph.D., M.B.A. |
|
| President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Akouos, Inc., hereby severally constitute and appoint Emmanuel Simons, Ph.D., M.B.A., Sachiyo Minegishi, M.B.A., and Karoline Shair, Ph.D., J.D., and each of them singly (with full power to each of them to act alone), our true and lawful attorneys with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, 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 Akouos, 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | |
Signature |
| Title |
| Date |
|
|
|
|
|
/s/ Emmanuel Simons |
| President, Chief Executive Officer and Director |
| March 29, 2022 |
Emmanuel Simons, Ph.D., M.B.A. |
| (Principal Executive Officer) |
|
|
| | | | |
/s/ Sachiyo Minegishi |
| Chief Financial Officer |
| March 29, 2022 |
Sachiyo Minegishi | | (Principal Financial Officer and Principal Accounting Officer) | | |
| | | | |
/s/ Arthur O. Tzianabos |
| Chairman of the Board of Directors |
| March 29, 2022 |
Arthur O. Tzianabos, Ph.D. |
|
|
|
|
|
|
|
| |
/s/ Edward T. Mathers |
| Director |
| March 29, 2022 |
Edward T. Mathers |
|
|
|
|
|
|
|
| |
/s/ Kush M. Parmar |
| Director |
| March 29, 2022 |
Kush M. Parmar, M.D., Ph.D. |
|
|
|
|
|
|
|
| |
/s/ Heather Preston |
| Director |
| March 29, 2022 |
Heather Preston, M.D. |
|
|
|
|
|
|
|
| |
/s/ Saira Ramasastry |
| Director |
| March 29, 2022 |
Saira Ramasastry |
|
|
| |
|
|
|
|
/s/ Vicki Sato |
| Director |
| March 29, 2022 |
Vicki Sato, Ph.D. |
|
|
|
|
|
|
|
| |
/s/ Chris Smith |
| Director |
| March 29, 2022 |
Chris Smith |
|
|
|
|