As filed with the Securities and Exchange Commission on March 29, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EPIRUS BIOPHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
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04-3514457
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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699 Boylston Street
Eighth Floor
Boston, Massachusetts 02116
(Address of Principal Executive Offices) (Zip Code)
EPIRUS Biopharmaceuticals, Inc. 2015 Equity Incentive Plan
EPIRUS Biopharmaceuticals, Inc. 2015 Employee Stock Purchase Plan
(Full Title of the Plan)
Robert Ticktin, Esq.
Senior Vice President, General Counsel and Secretary
EPIRUS Biopharmaceuticals, Inc.
699 Boylston Street
Eighth Floor
Boston, Massachusetts 02116
(Name and Address of Agent for Service of Process)
(617) 600-3497
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
William C. Hicks, Esq.
Pamela B. Greene, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
One Financial Center
Boston, Massachusetts 02111
Tel: (617) 542-6000
Fax: (617) 542-2241
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller
reporting company)
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Smaller reporting company
o
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CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value
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975,102
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(2)
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$
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2.83
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(4)
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$
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2,759,528.66
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(4)
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$
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277.89
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Common Stock, $0.001 par value
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120,000
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(3)
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$
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2.83
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(4)
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$
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339,600.00
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(4)
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$
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34.20
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(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of common stock, par value $0.001 per share (Common Stock) of EPIRUS Biopharmaceuticals, Inc. (the Company or the Registrant) that become issuable under the EPIRUS Biopharmaceuticals, Inc. 2015 Equity Incentive Plan (the 2015 Plan) and the EPIRUS Biopharmaceuticals, Inc. 2015 Employee Stock Purchase Plan (the ESPP, and together with the 2015 Plan, the Plans), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrants outstanding shares of Common Stock.
(2)
Represents the additional shares of Common Stock available for future issuance under the Registrants 2015 Plan resulting from an automatic annual increase as of January 1, 2016.
(3)
Represents the additional shares of Common Stock available for future issuance under the Registrants ESPP resulting from an automatic annual increase as of January 1, 2016.
(4)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h)(1) under the Securities Act. Pursuant to Rule 457(c) under the Securities Act, in the case of shares of Common Stock to be issued in connection with equity awards that have not yet been granted, the fee is calculated on the basis of the average of the high and low sale prices of the Common Stock of the Registrant reported on the NASDAQ Capital Market as of a date (March 22, 2016) within five business days prior to filing this Registration Statement.
EXPLANATORY NOTE
T
his Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,095,102 shares of the Registrants common stock issuable under the following employee benefit plans for which a Registration Statement of the Registrant on Form S-8 (File No. 333-205418) is effective: (i) the EPIRUS Biopharmaceuticals, Inc. 2015 Equity Incentive Plan, as a result of the operation of an automatic annual increase provision therein, which added 975,102 shares of common stock, and (ii) the EPIRUS Biopharmaceuticals, Inc. 2015 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 120,000 shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON
FORM S-8
Pursuant to Instruction E of Form S-8, the entire contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 1, 2015 (File No. 333-205418) is incorporated by reference herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits listed on the Exhibit Index immediately preceding such exhibits are filed as part of this Registration Statement.
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