As filed with the Securities and Exchange Commission on February 24, 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
KARUNA THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 27-0605902 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
99 High Street, Suite Floor 26 Boston, Massachusetts | 02110 | |
(Address of Principal Executive Offices) | (Zip Code) |
Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan
Karuna Therapeutics, Inc. 2019 Employee Stock Purchase Plan
(Full Title of the Plans)
Steven Paul, M.D.
Chief Executive Officer, President and Chairman
Karuna Therapeutics, Inc.
99 High Street, Suite Floor 26
Boston, Massachusetts 02110
(857) 449-2244
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom, Esq. Seo Salimi, Esq. Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 (212) 813-8800 | Mia Kelley Vice President, Legal Affairs Karuna Therapeutics, Inc. 99 High Street, Suite Floor 26 Boston, Massachusetts 02110 (857) 449-2244 |
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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 relating to the 2019 Stock Option and Incentive Plan and the 2019 Employee Stock Purchase Plan of Karuna Therapeutics, Inc. (the “Registrant”) registers additional securities of the same class as other securities for which registration statements filed on Form S-8 (SEC File No. 333-232521, SEC File No. 333-237360 and SEC File No. 333-253501) of the Registrant are effective. Accordingly, the information contained in the Registrant’s Registration Statements on Form S-8 (SEC File No. 333-232521, SEC File No. 333-237360 and SEC File No. 333-253501) filed with the Securities and Exchange Commission on July 2, 2019 is hereby incorporated by reference pursuant to General Instruction E, except for “Item 8. Exhibits.”
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
* | 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 February 24, 2022.
KARUNA THERAPEUTICS, INC. | ||
By: | /s/ Steven Paul | |
Steven Paul, M.D. Chief Executive Officer, President and Chairman |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Karuna Therapeutics, Inc. (the “Company”), hereby severally constitute and appoint Steven Paul and Troy Ignelzi, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
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(s) | Date | ||
/s/ Steven Paul Steven Paul, M.D. | Chief Executive Officer, President and Chairman (Principal Executive Officer) | February 24, 2022 | ||
/s/ Troy Ignelzi Troy Ignelzi | Chief Financial Officer (Principal Financial and Accounting Officer) | February 24, 2022 | ||
/s/ Christopher Coughlin Christopher Coughlin | Director | February 24, 2022 | ||
/s/ James Healy James Healy, M.D., Ph.D. | Director | February 24, 2022 | ||
/s/ Jeffrey Jonas Jeffrey Jonas, M.D. | Director | February 24, 2022 | ||
/s/ Laurie Olson Laurie Olson | Director | February 24, 2022 | ||
/s/ Atul Pande Atul Pande, M.D. | Director | February 24, 2022 | ||
/s/ Denice Torres Denice Torres | Director | February 24, 2022 | ||
/s/ David Wheadon, M.D. David Wheadon, M.D. | Director | February 24, 2022 |