As filed with the Securities and Exchange Commission on August 14, 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
POINT BIOPHARMA GLOBAL INC.
(Exact name of registrant as specified in its charter)
| | | | | |
| Delaware | 85-0800493 |
(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer
Identification Number) |
4850 West 78th Street,
Indianapolis, IN, 46268
(Address of Principal Executive Offices and Zip)
Point Biopharma Global Inc. 2021 Equity Incentive Plan (the “2021 Plan”)
(Full Title of the Plans)
Bill Demers
4850 West 78th Street,
Indianapolis, IN
(317) 543-9957
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Susan V. Sidwell, Esq.
Bass Berry & Sims, PLC
150 Third Avenue South
Suite 2800
Nashville, Tennessee 37201
Tel: (615) 742-6200
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.
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| 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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers 4,225,990 additional shares of common stock, par value $0.0001 per share (“Common Stock”), of POINT Biopharma Global Inc. (the “Registrant”) under the POINT Biopharma Global Inc. 2021 Equity Incentive Plan (the “Plan”) as a result of the provision in the Plan providing for an automatic annual increase in the number of shares of Common Stock reserved and available for issuance under the Plan on each January 1, beginning in 2022, by an amount equal to the lesser of: (i) four percent (4%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or (ii) such lesser number of shares of Common Stock as determined by the Registrant’s Board of Directors. Accordingly, on January 1, 2023, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 4,225,990. The Registrant previously registered shares of Common Stock under the Plan on Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on August 30, 2021 (File No. 333-259171) and August 12, 2022 (File No. 333-266812) (collectively, the “Prior Registration Statements”).
The information contained in the Prior Registration Statements is hereby incorporated by reference pursuant to General Instruction E, except to the extent supplemented, amended, superseded or otherwise modified by the information set forth herein
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference and shall be deemed to be a part hereof from the date of filing of such document (except for information “furnished” under Items 2.02, 7.01, or 9.01 on Form 8-K or other information “furnished” to the SEC which is not deemed filed and not incorporated in this Form S-8, unless expressly stated otherwise):
2.The portions of the Registrant’s Definitive Proxy Statement on Schedule 14A relating to its June 1, 2023 annual meeting of stockholders, filed with the SEC on April 27, 2023 (File No. 001-39373), incorporated by reference into the 2022 Form 10-K;
3.The Registrant’s Quarterly Reports on Form 10-Q for the period ended March 31, 2023, filed with the SEC on May 15, 2023 (Fie No. 001-39373) and for the period ended June 30, 2023, filed with the SEC on August 14, 2023 (File No. 001-39373);
5.The description of the Registrant’s Common Stock set forth in Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 25, 2022 (File No. 001-39373), including any amendment or report filed for the purpose of updating such description.
Except to the extent that information therein is deemed furnished and not filed pursuant to the Exchange Act, all documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statements contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or replaced for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies
or replaces such statement. Any statement so modified or replaced shall not be deemed, except as so modified or replaced, to constitute a part hereof.
Notwithstanding the foregoing, information furnished (rather than filed) under Items 2.02, 7.01 and 9.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference in this Registration Statement or the related prospectus.
Item 8. Exhibits.
| | | | | | | | |
Exhibit
No. | | Description |
| 4.1 | | |
| 4.2 | | |
| 4.3 | | |
| 5.1* | | |
| 23.1* | | Consent of Bass, Berry & Sims PLC (included in Exhibit 5.1) |
| 23.2* | | |
| 24.1* | | |
| 107.1* | | |
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, on August 14, 2023.
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| |
| POINT BIOPHARMA GLOBAL INC. |
| |
| By: | /s/ Bill Demers |
| Bill Demers |
| Chief Financial Officer |
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below constitutes and appoints each of Joe McCann, and Bill Demers, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission granting unto each said attorney-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 such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dated indicated.
| | | | | | | | | | | | | | |
| Name | | Title | | Date |
| | | | |
| /s/ Joe McCann | | Chief Executive Officer (Principal Executive Officer) and Director | | August 14, 2023 |
| Dr. Joe McCann, Ph.D. | | |
| | | | |
| /s/ Allan C. Silber | | Executive Chair and Director | | August 14, 2023 |
| Allan C. Silber | | |
| | |
| /s/ Bill Demers | | Chief Financial Officer (Principal Financial and Accounting Officer) | | August 14, 2023 |
| Bill Demers | | |
| | |
| /s/ Neil Fleshner | | Chief Medical Officer and Director | | August 14, 2023 |
| Dr. Neil Fleshner | | | |
| | |
| /s/ Rajesh K. Malik | | Director | | August 14, 2023 |
| Dr. Rajesh K. Malik, M.D. | | | |
| | |
| /s/ Jonathan Ross Goodman | | Director | | August 14, 2023 |
| Jonathan Ross Goodman | | | |
| | |
| /s/ Gerald Hogue | | Director | | August 14, 2023 |
| Gerald Hogue | | | |
| | |
| /s/ David C. Lubner | | Director | | August 14, 2023 |
| David C. Lubner | | | |
| | |
| /s/ Yael Margolin | | Director | | August 14, 2023 |
| Dr. Yael Margolin, Ph.D. | | | |
| | | | |
| /s/ Bridget A. Martell | | Director | | August 14, 2023 |
| Dr. Bridget A. Martell | | | |
Calculation of Filing Fee Tables
Form S-8
(Form Type)
POINT BIOPHARMA GLOBAL INC.
(Exact name of registrant as specified in its charter)
Table 1: Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(3) | Maximum Aggregate Offering Price(3) | Fee Rate | Amount of Registration Fee |
| Equity | Common Stock, par value $0.0001 per share | Other | 4,225,990(2) | $8.39 | $ | 35,456,056.10 | | .00011020 | $ | 3,907.26 | |
| Total Offering Amounts | $ | 35,456,056.10 | | | $ | 3,907.26 | |
| Total Fee Offsets | | | — |
| Net Fee Due | | | $ | 3,907.26 | |
| | | | | |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (this “Registration Statement”) shall also cover any additional shares of common stock, par value $0.0001 per share (the “Common Stock”), of POINT Biopharma Global Inc. (the “Registrant”) which become issuable under the POINT Biopharma Global Inc. 2021 Equity Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock. Shares of Common Stock available for issuance under the Plan were previously registered on a registration statement on Forms S-8 filed with the Securities and Exchange Commission (the “Commission”) on August 30, 2021 (File No. 333-259171) and August 12, 2022 (File No. 333-266812). |
| (2) | Represents 4,225,990 shares of Common Stock that were automatically added to the shares of Common Stock authorized for issuance under the Plan on January 1, 2023 pursuant to an “evergreen” provision contained in the Plan. Pursuant to such provision, on January 1, 2022 and each January 1 thereafter, the number of shares of Common Stock reserved and available for issuance under the Plan is automatically increased by an amount equal to the lesser of: (i) four percent (4%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or (ii) such lesser number of shares of Common Stock as determined by the Registrant’s Board of Directors. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act, and based on $8.39, the average of the high and low sale prices of the Common Stock as reported on the Nasdaq Capital Market on August 9, 2023 (such date being within five business days of the date that this Registration Statement was filed with the Commission). |
Exhibit 5.1
150 Third Avenue South
Suite 2800
Nashville, TN 37201
August 14, 2023
POINT Biopharma Global Inc.
4850 West 78th St.
Indianapolis, Indiana 46268
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to POINT Biopharma Global Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing of a Registration Statement on Form S-8 (the “Registration Statement”) relating to the aggregate of 4,225,990 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) that may be issued pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”).
In connection with this opinion, we have examined and relied upon such records, documents, certificates, and other instruments as we have deemed necessary or appropriate in order to express the opinions hereinafter set forth. We have also assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents, the legal competence of all signatories to such documents, and, except to the extent we express an opinion as to due authorization in the next paragraph of this letter, the due authorization, execution and delivery of all documents by the parties thereto. As to various questions of fact relevant to the opinion expressed herein, we have relied upon, and assume the accuracy of, certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based upon and subject to the qualifications, assumptions and limitations set forth herein, we are of the opinion that the Shares have been duly authorized and, when issued and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and non-assessable.
The opinions expressed above are limited to the General Corporation Law of the State of Delaware (which includes applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the General Corporation Law of the State of Delaware and the Delaware Constitution).
We hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission.
This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated herein.
This opinion is furnished to you in connection with the filing of the Registration Statement. Our opinion is rendered as of the date hereof, and we assume no obligation to advise you of changes in law or fact (or the effect thereof on the opinions expressed herein) that hereafter may come to our attention.
Very truly yours,
/s/ Bass, Berry & Sims PLC
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of POINT Biopharma Global, Inc. of our report dated March 27, 2023, with respect to our audits of the consolidated financial statements of POINT Biopharma Global, Inc. and Subsidiaries as of December 31, 2022 and 2021 and for each of the two years in the period ended December 31, 2022, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2022.
/s/ ArmaninoLLP
San Jose, California
August 14, 2023
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