As filed with the Securities and Exchange Commission
on August 13, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHIMERIX, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware |
33-0903395 |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
2505 Meridian Parkway, Suite 100
Durham, NC 27713
(Address of Principal Executive Offices)
Chimerix, Inc. 2024 Equity Incentive Plan
Non-Plan Inducement Stock Option Grants
(Full Titles of the Plans)
Michael T. Andriole
President and Chief Executive Officer
Chimerix, Inc.
2505 Meridian Parkway, Suite 100
Durham, NC 27713
(Name and Address of Agent for Service)
(919) 806-1074
(Telephone Number, Including Area Code, of
Agent for Service)
Copies to:
|
Michelle LaSpaluto
Chief Financial Officer
Chimerix, Inc.
2505 Meridian Parkway, Suite 100
Durham, NC 27713
(919) 806-1074 |
Jason L. Kent, Esq.
55 Hudson Yards
New York, NY 10001
(212) 479-6044 |
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 ¨ |
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
Chimerix, Inc. (the “Registrant”)
is filing this Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange
Commission for the purpose of registering an aggregate of 12,006,088 shares of its common stock, par value $0.001 per share (the “Common
Stock”), which number is comprised of:
| · | 9,702,331 shares of Common Stock reserved for future grant under the Chimerix, Inc. 2024 Equity Incentive
Plan (the “2024 Plan”), which is a successor to and continuation of the Chimerix, Inc. 2013 Equity Incentive
Plan (the “2013 Plan”), and was adopted by the Compensation Committee of the Board of Directors of the Registrant
on April 10, 2024, subject to stockholder approval, which approval was obtained at the Registrant’s 2024 annual meeting of stockholders
on June 20, 2024 (the “Effective Date”); |
| · | 530,757 shares of Common Stock previously reserved for future grant under the 2013 Plan as of immediately
prior to the Effective Date, which as of the Effective Date were added to the share reserve of the 2024 Plan; |
| · | 480,000 shares of Common Stock issuable upon the exercise of stock options that are outstanding under the 2024 Plan; |
| · | 1,173,000 shares of Common Stock issuable upon the exercise of non-statutory stock options, which were
approved by the Compensation Committee of the Board of Directors of the Registrant and granted outside of the 2013 Plan but pursuant to
the terms of the 2013 Plan as if such stock options were granted under the 2013 Plan, as inducement grants pursuant to Rule 5635(c)(4)
of the Nasdaq Listing Rules; and |
| · | 120,000 shares of Common Stock issuable upon the exercise of non-statutory stock options, which were approved
by the Compensation Committee of the Board of Directors of the Registrant and granted outside of the 2024 Plan but pursuant to the terms
of the 2024 Plan as if such stock options were granted under the 2024 Plan, as inducement grants pursuant to Rule 5635(c)(4) of the Nasdaq
Listing Rules. |
No new awards will be granted
under the 2013 Plan and all outstanding awards previously granted under the 2013 Plan will remain outstanding, subject to the terms thereof.
PART I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Not required to be filed
with this Registration Statement.
| ITEM 2. | REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. |
Not required to be filed
with this Registration Statement.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE. |
The following documents previously
filed by the Registrant with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
| 2. | The Registrant’s Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31, 2024 and June 30, 2024, filed with the Securities and
Exchange Commission on May 1, 2024 and August 13, 2024, respectively; |
| 3. | The Registrant’s Current
Reports on Form 8-K (excluding any information and exhibits furnished under either Item 2.02 or Item 7.01 thereof), filed with the
Securities and Exchange Commission on March 21, 2024, June 21, 2024, and July 3, 2024; |
| 4. | The information specifically
incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023
from the Registrant’s Definitive Proxy Statement on Schedule 14A (other than information furnished rather than filed), filed
with the Securities and Exchange Commission on April 26, 2024; and |
| 5. | The description of the Registrant’s
common stock set forth in the registration statement on Form 8-A, filed with the Securities and Exchange Commission on April 5,
2013, including any amendments or reports filed for the purposes of updating this description. |
All
documents, reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration
Statement and prior to the filing of a post-effective amendment 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 into this Registration Statement and
to be a part hereof from the date of filing of such documents; provided, however, that documents, reports and definitive proxy or information
statements, or portions thereof, which are furnished and not filed in accordance with the rules of the Securities and Exchange Commission
shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes that statement. Any such statement so modified or superseded shall not constitute a part of this Registration
Statement, except as so modified or superseded.
| ITEM 4. | DESCRIPTION OF SECURITIES. |
Not applicable.
| ITEM 5. | INTERESTS OF NAMED EXPERTS AND COUNSEL. |
Not applicable.
| ITEM 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS. |
The Registrant is incorporated
under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation
may indemnify any persons who were, are, or are threatened to be made, parties to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by
reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the
request of such corporation as an officer, director, employee or agent of another corporation or enterprise. The indemnity may include
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had
no reasonable cause to believe that his or her conduct was illegal. A Delaware corporation may indemnify any persons who were, are, or
are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason
of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such
action or suit provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s
best interests except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable
to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above,
the corporation must indemnify him or her against the expenses (including attorneys’ fees) actually and reasonably incurred.
The Registrant’s amended
and restated certificate of incorporation and amended and restated bylaws provide for the indemnification of its directors and officers
to the fullest extent permitted under the Delaware General Corporation Law.
Expenses incurred by any
officer or director in defending any such action, suit or proceeding in advance of its final disposition shall be paid by the Registrant
upon delivery to it of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately
be determined that such director or officer is not entitled to be indemnified by the Registrant.
Section 102(b)(7) of
the Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director,
except for liability for any:
| • | transaction from which the director derives an improper personal
benefit; |
| • | act or omission not in good faith or that involves intentional
misconduct or a knowing violation of law; |
| • | unlawful payment of dividends, stock purchase or redemption
of shares; or |
| • | breach of a director’s duty of loyalty to the corporation
or its stockholders. |
The Registrant’s amended
and restated certificate of incorporation includes such a provision.
Section 174 of the Delaware
General Corporation Law provides, among other things, that a director who willfully or negligently approves of an unlawful payment of
dividends or an unlawful stock purchase or redemption may be held liable for such actions. A director who was either absent when the unlawful
actions were approved, or dissented at the time, may avoid liability by causing his or her dissent to such actions to be entered in the
books containing minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director
receives notice of the unlawful acts.
As permitted by the Delaware
General Corporation Law, the Registrant has entered into indemnity agreements with each of its directors and executive officers, that
require the Registrant to indemnify such persons against any and all costs and expenses (including attorneys’, witness or other
professional fees) actually and reasonably incurred by such person in connection with any action, suit or proceeding (including derivative
actions), whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was
a director or officer or is or was acting or serving as an officer, director, employee or agent of the Registrant or any of its affiliated
enterprises, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to
the Registrant’s best interests and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct
was unlawful. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification
thereunder.
At present, there is no pending
litigation or proceeding involving any of the Registrant’s directors or executive officers as to which indemnification is required
or permitted, and the Registrant is not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
The Registrant has an insurance
policy in place that covers its officers and directors with respect to certain liabilities, including liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") or otherwise.
Insofar as indemnification
for liabilities under the Securities Act may be permitted to the Registrant’s directors, officers or controlling persons pursuant
to the foregoing provisions, the Registrant have been informed that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in such Act and is therefore unenforceable.
| ITEM 7. | EXEMPTION FROM REGISTRATION CLAIMED. |
Not applicable.
* Filed herewith.
| (1) | Incorporated by reference to the Registrant’s Current Report on Form 8-K (No. 001-35867),
filed on April 16, 2013. |
| (2) | Incorporated by reference to the Registrant’s Current Report on Form 8-K (No. 001-35867),
filed on December 9, 2022. |
| (3) | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (No. 333-187145),
as amended, filed on March 27, 2013. |
| (4) | Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q (No. 001-35867),
filed on August 13, 2024. |
(a) The
undersigned Registrant hereby undertakes:
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this
Registration Statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement. |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such information in the Registration Statement; |
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-8,
and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished
to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement; and
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering. |
| (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue. |
SIGNATURES
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 the City of Durham, State of North Carolina, on August 13, 2024.
| |
Chimerix, Inc. |
| |
|
| |
By: |
/s/ Michael T. Andriole |
| |
Michael T. Andriole |
| |
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Michael T. Andriole and Michelle LaSpaluto, and each
or either of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him
or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them,
or his or her substitutes or substitute, 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 and
on the dates indicated.
| Signature |
| Title |
|
Date |
| |
|
|
|
|
/s/ Michael T. Andriole
|
|
President
and Chief Executive Officer and Director
|
|
August 13,
2024 |
| Michael T. Andriole |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
/s/ Michelle LaSpaluto
|
|
Chief Financial
Officer
|
|
August 13,
2024 |
| Michelle LaSpaluto |
|
(Principal Financial Officer) |
|
|
| |
|
|
|
|
/s/ David Jakeman
|
|
Vice
President of Finance and Accounting |
|
August 13,
2024 |
| David Jakeman |
|
(Principal Accounting Officer) |
|
|
| |
|
|
|
|
/s/ Michael
A. Sherman
|
|
Chair
of the Board of Directors |
|
August 13,
2024 |
| Michael A. Sherman |
|
|
|
|
| |
|
|
|
|
/s/ Martha
J. Demski
|
|
Lead
Independent Director of the Board of Directors |
|
August 13,
2024 |
| Martha J. Demski |
|
|
|
|
| |
|
|
|
|
/s/ Lisa
L. Decker, Ph.D.
|
|
Member
of the Board of Directors |
|
August 13,
2024 |
| Lisa L. Decker, Ph.D. |
|
|
|
|
| |
|
|
|
|
/s/ Marc
D. Kozin
|
|
Member
of the Board of Directors |
|
August 13,
2024 |
| Marc D. Kozin |
|
|
|
|
| |
|
|
|
|
/s/ Robert
J. Meyer, M.D.
|
|
Member
of the Board of Directors |
|
August 13,
2024 |
| Robert J. Meyer, M.D. |
|
|
|
|
| |
|
|
|
|
/s/ Fred
A. Middleton
|
|
Member
of the Board of Directors |
|
August 13,
2024 |
| Fred A. Middleton |
|
|
|
|
| |
|
|
|
|
/s/ Pratik
S. Multani, M.D.
|
|
Member
of the Board of Directors |
|
August 13,
2024 |
| Pratik S. Multani, M.D. |
|
|
|
|
| |
|
|
|
|
/s/ Victoria
Vakiener
|
|
Member
of the Board of Directors |
|
August 13,
2024 |
| Victoria Vakiener |
|
|
|
|
Exhibit 5.1
Jason L. Kent
(212) 479-6044
jkent@cooley.com
August
13, 2024
Chimerix, Inc.
2505 Meridian Parkway, Suite 100
Durham, NC 27713
| Re: | Registration on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Chimerix, Inc., a
Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement
on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”)
covering the offering of up to 12,006,088 shares (the “Shares”) of the Company’s common stock, par value
$0.001 per share (“Common Stock”), consisting of (a) 10,713,088 shares of Common Stock issuable under the Company’s
2024 Equity Incentive Plan (the “Plan”), and (b) 1,293,000 shares of Common Stock issuable upon the exercise
of non-statutory stock options granted as inducement awards by the Company (the “Inducement Awards”).
In connection with this opinion, we have examined
and relied upon (a) the Registration Statement and the related prospectus, (b) the Plan, (c) documents evidencing the Inducement Awards,
(d) the Company’s certificate of incorporation and bylaws, each as currently in effect, and (e) such other records, documents, opinions,
certificates, memoranda, and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed
below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity
to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials,
and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution
and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer
of the Company and have not independently verified such matters.
Our opinion is expressed
only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are
applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities
law, rule or regulation.
On the basis of the foregoing,
and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan or the terms of the Inducement
Awards, the Registration Statement and the related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares
issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley LLP 55 Hudson Yards, New York, NY 10001-2157
t: (212) 479-6000 f: (212) 479-6000 cooley.com
August 13, 2024
Page Two
This opinion is limited
to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly
stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility
to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in
law that may hereafter occur.
We consent to the filing
of this opinion as an exhibit to the Registration Statement. In giving such 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
thereunder.
Sincerely,
Cooley
LLP
| By: |
/s/
Jason L. Kent |
|
| |
Jason L. Kent |
|
| |
|
Exhibit 23.1
Consent of Independent
Registered Public Accounting Firm
We consent to the incorporation by reference in
the Registration Statement on Form S-8 pertaining to the 2024 Equity Incentive Plan and Non-Plan Inducement Stock Option Grants of Chimerix,
Inc. of our report dated February 29, 2024, with respect to the consolidated financial statements of Chimerix, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
|
/s/ Ernst & Young LLP |
| |
|
| |
|
| Raleigh, North Carolina |
|
| August 13, 2024 |
|
Exhibit 99.3
Chimerix,
Inc.
Stock
Option Grant Notice
(Inducement Grant Outside of the 2024 Equity Incentive Plan)
Chimerix, Inc. (the “Company”)
has granted to you (the “Participant”) an option to purchase the number of shares of Common Stock set forth
below (the “Option”). The Option is granted outside of the Chimerix, Inc. 2024 Equity Incentive Plan (“Plan”),
and is subject to all of the terms and conditions set forth in this Stock Option Grant Notice (the “Grant Notice”),
the Option Agreement (the “Option Agreement”) and the Plan (as if it had been granted pursuant to the Plan),
all of which are available by logging into your UBS Financial Services Inc. One Source Account (the “UBS Account”)
and which are incorporated herein in their entirety. Capitalized terms not explicitly defined in this Grant Notice but defined in the
Option Agreement or the Plan will have the meanings set forth in the Option Agreement or the Plan, as applicable.
| Participant: |
|
| Date of Grant: |
|
| Vesting Commencement Date: |
|
| Number of Shares of Common Stock Subject to Option: |
|
| Exercise Price (Per Share): |
|
| Total Exercise Price: |
|
| Expiration Date: |
|
| Type
of Grant: |
You have been
granted a Nonstatutory Stock Option. Please log into your UBS Account to see the exact details of your Option. |
| |
|
| Exercise
Schedule: |
Same as Vesting Schedule |
| |
|
| Vesting
Schedule: |
Subject to your Continuous Service
through each applicable vesting date, the Option will vest as follows: |
| |
|
|
[1/4th of the shares vest upon the one year anniversary of the [later
of (i) the Grant Date and (ii) Vesting Commencement Date] [Vesting Commencement Date]; the balance of the shares vest in a series
of 36 successive equal monthly installments thereafter,] provided that if your Continuous Service terminates due to your Disability
or death, then, as of the date of your termination of Continuous Service, any then-unvested shares subject to the Option will become
fully vested and exercisable. |
Participant Acknowledgements: By your electronic
acceptance of the Option via your UBS Account, you expressly acknowledge that you understand and agree that:
| · | The Option is governed by this Grant Notice, the Option Agreement and the Plan, all of which are made
a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Option Agreement may not be modified, amended
or revised except in a writing signed by you and a duly authorized officer of the Company. |
| · | Copies of this Grant Notice, the Option Agreement, the Plan and the
prospectus are available via your UBS Account and may be viewed and printed by you. You consent to receive this Grant Notice, the Option
Agreement, the Plan, the prospectus and any other Plan-related documents by electronic delivery and to participate in the Company’s
equity compensation program through an online or electronic system established and maintained by the Company or another third party designated
by the Company; to the extent such online system is no longer through your UBS Account, references to your UBS Account herein shall be
deemed to refer to such subsequent electronic system. |
| · | You have read and are familiar with the provisions of this Grant Notice, the Option Agreement, the Plan and the prospectus. In the event
of any conflict between the provisions in this Grant Notice, the Option Agreement or the prospectus and the provisions of the Plan, the
provisions of the Plan will control. |
| · | As of the Date of Grant, this Grant Notice, the Option Agreement and the Plan set forth the entire understanding between you and the Company
regarding the Option and supersede all prior oral and written agreements, promises and/or representations regarding the Option, with the
exception of (i) other equity awards previously granted to you and Common Stock previously issued to you; (ii) any applicable compensation
recovery or clawback policy that is adopted by the Company or is required by Applicable Law; and (iii) any written employment, offer letter,
severance or other agreement, or any written severance plan or policy, in each case that specifies the terms that should govern the Option. |
CHIMERIX, INC.
OPTION AGREEMENT
(Inducement
Grant Outside of the 2024 Equity Incentive Plan)
As reflected by your Stock
Option Grant Notice (the “Grant Notice”) and this Option Agreement (the “Option Agreement”),
Chimerix, Inc. (the “Company”) has granted you an option to purchase a number of shares of Common Stock at the
exercise price indicated in your Grant Notice (the “Option”). The Option is granted in compliance with NASDAQ
Listing Rule 5635(c)(4) as a material inducement to you entering into employment with the Company. The Option is a Nonstatutory Stock
Option and is granted outside of, but subject to the terms of the Chimerix, Inc. 2024 Equity Incentive Plan (the “Plan”)
and other relevant Plan provisions as if it had been granted as a Nonstatutory Stock Option under Section 4 of the Plan, except as otherwise
provided for herein. Capitalized terms not explicitly defined in this Option Agreement but defined in the Grant Notice or the Plan will
have the same definitions as in the Grant Notice or Plan, as applicable.
The general terms and conditions
applicable to your Option are as follows:
1.
Governing Plan Document. Your Option is subject to all the provisions of the
Plan, including but not limited to the provisions in Section 6 regarding the impact of a Capitalization Adjustment, dissolution, liquidation,
or Transaction on your Option, Section 9(g) regarding the Company’s retained rights to terminate your Continuous Service notwithstanding
the grant of the Option, and Section 10(b) regarding the tax consequences of your Option. Notwithstanding the foregoing, because your
Option is not granted under the Plan, it is not required to comply with Section 9(a) of the Plan governing stock options granted under
the Plan. Your Option is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated
and adopted pursuant to the Plan. In the event of any conflict between this Option Agreement and the provisions of the Plan, the provisions
of the Plan will control.
2.
Exercise.
(a)
You may generally exercise the vested portion of your Option at any time during its term by delivery of payment of the exercise
price and applicable withholding taxes and other required documentation to the Plan Administrator in accordance with the option exercise
procedures established by the Plan Administrator, which may include an electronic submission. Please review Sections 4(h), 4(j) and 7(b)(v)
of the Plan, which may restrict or prohibit your ability to exercise your Option during certain periods.
(b)
You may pay your Option exercise price as follows:
(i) cash, check, bank draft or money order;
(ii)
pursuant to a “cashless exercise” program as further described in Section 4(c)(ii) of the Plan if at the time of
exercise the Common Stock is publicly traded (or otherwise subject to the Company and/or Committee’s consent at the time of exercise);
(iii) subject
to Company and/or Committee consent at the time of exercise, by delivery of previously owned shares of Common Stock as further described
in Section 4(c)(iii) of the Plan; or
(iv) subject
to Company and/or Committee consent at the time of exercise, by a “net exercise” arrangement as further described in Section
4(c)(iv) of the Plan.
3.
Term. You may not exercise your Option before the commencement of its term or
after its term expires. The term of your Option commences on the Date of Grant and expires upon the earliest of the following:
(a)
immediately upon the termination of your Continuous Service for Cause;
(b)
three months after the termination of your Continuous Service for any reason other than Cause, your Retirement (as defined
below), your Disability or your death;
(c) 12
months after the termination of your Continuous Service due to Retirement (as defined below);
(d)
12 months after the termination of your Continuous Service due to your Disability;
(e) 18
months after your death if you die during your Continuous Service;
(f)
immediately upon a Transaction if the Board has determined that the Option will terminate in connection with a Transaction;
(g)
the Expiration Date indicated in your Grant Notice; or
(h)
the day before the 10th anniversary of the Date of Grant.
“Retirement”
for purposes of this Option means the termination of your Continuous Service on or after the date you attain the age of 59.5 years, by
reason of either (x) the Company without Cause (and other than as a result of your Disability or death) or (y) your resignation for any
reason.
Notwithstanding the foregoing,
if you die during the period provided in Section 3(b), 3(c) or 3(d) above, the term of your Option will not expire until the earlier of
(i) eighteen months after your death, (ii) upon any termination of the Option in connection with a Transaction, (iii) the Expiration Date
indicated in your Grant Notice, or (iv) the day before the tenth anniversary of the Date of Grant. Additionally, the Post-Termination
Exercise Period of your Option may be extended as provided in Section 4(h) of the Plan.
4.
Withholding Obligations. As further provided in Section 8 of the Plan: (a) you
may not exercise your Option unless the applicable tax withholding obligations are satisfied, and (b) at the time you exercise your Option,
in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other
amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “cashless exercise” pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and/or foreign tax or social insurance withholding obligations, if any, which arise in connection
with the exercise of your Option.
5.
Transferability. Except as otherwise provided in Section 4(e) of the Plan, your
Option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you.
6.
Questions. If you have questions regarding these or any other terms and conditions
applicable to your Option, including the applicable federal income tax consequences please see the prospectus for the Plan which is available
on the Company’s intranet site. You can request a paper copy of the prospectus for the Plan from the Plan Administrator.
* * * *
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
Chimerix, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
|
Security Type |
Security Class
Title |
Fee
Calculation
Rule |
Amount Registered (1) |
Proposed
Maximum
Offering
Price Per
Unit |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration
Fee |
|
Equity |
Common Stock (par value $0.001 per share) issuable as inducement grants |
Other (5) |
1,173,000 shares (2) |
$0.99 (5) |
$1,161,270.00 (5) |
0.00014760 |
$171.40 |
|
Equity |
Common Stock (par value $0.001 per share) issuable as inducement grants |
Other (5) |
120,000 shares (3) |
$0.87 (5) |
$104,400.00 (5) |
0.00014760 |
$15.41 |
|
Equity |
Common Stock (par value $0.001 per share) |
Other (6) |
10,233,088 shares (4) |
$0.8515 (6) |
$8,713,474.44 (6) |
0.00014760 |
$1,286.11 |
| Equity |
Common Stock (par value $0.001 per share) |
Other
(7) |
480,000
(8) |
$0.89
(7) |
$427,200.00
(7) |
0.00014760 |
$63.06 |
| Total Offering Amounts |
— |
$10,406,344.44 |
— |
$1,535.98 |
| Total
Fees Previously Paid |
— |
— |
— |
— |
| Total Fee Offsets |
— |
— |
— |
— |
| Net Fee Due |
— |
— |
— |
$1,535.98 |
| (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 Chimerix, Inc.’s (the “Registrant”) common stock, $0.001 par value per share
(“Common Stock”), that may become issuable in respect of the securities identified in the above table by reason
of any stock dividend, stock split, recapitalization or other similar transaction effected that results in an increase to the number of
outstanding shares of Common Stock, as applicable. |
| (2) | Represents shares of the Registrant’s Common Stock reserved for issuance upon the exercise of outstanding
stock options granted outside of the Chimerix, Inc. 2013 Equity Incentive Plan (the “2013 Plan”) but pursuant
to the terms of the 2013 Plan as if such stock options were granted under the 2013 Plan, as inducement grants pursuant to Rule 5635(c)(4) of
the Nasdaq Listing Rules. |
| (3) | Represents shares of the Registrant’s Common Stock reserved for issuance upon the exercise of outstanding
stock options granted outside of the Chimerix, Inc. 2024 Equity Incentive Plan (the “2024 Plan”) but pursuant
to the terms of the 2024 Plan as if such stock options were granted under the 2024 Plan, as inducement grants pursuant to Rule 5635(c)(4) of
the Nasdaq Listing Rules. |
| (4) | Represents up to 10,233,088
shares of the Registrant’s Common Stock reserved for future grant under the 2024 Plan, comprised of: (i) 9,702,331
shares of the Registrant’s Common Stock reserved for future grant under the 2024 Plan, (ii) 530,757 shares previously available
for grant under the 2013 Plan as of immediately prior to the 2024 annual meeting of stockholders of the Registrant (the “Effective
Date”), which as of the Effective Date were added to the share reserve of the 2024 Plan, and (iii) any shares underlying
then-outstanding stock awards granted under the 2013 Plan that on or after the Effective Date are not issued because such award or any
portion thereof expires or otherwise terminates without all of the shares covered by such award having been issued, are not issued because
such award or any portion thereof is settled in cash, or are forfeited back to or repurchased by the Registrant because of the failure
to meet a contingency or condition required for the vesting of such shares (the “2013 Plan Returning Shares”),
if any, as such shares become available under the 2024 Plan from time to time. |
| (5) | This estimate is made pursuant to Rule 457(h)(1) of the Securities Act solely for purposes of
calculating the registration fee. The proposed maximum offering price per unit and maximum aggregate offering price are calculated using
a weighted-average exercise price for the Registrant's Common Stock subject to such inducement grants. |
| (6) | Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the
purpose of calculating the registration fee on the basis of $0.8515 per share of Common Stock, the average of the high and low prices
of the Common Stock as reported on The Nasdaq Global Market on August 6, 2024, a date that is within five business days prior to
the date on which this Registration Statement is being filed. |
| | (7) | This estimate is made pursuant to Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The proposed
maximum offering price per unit and maximum aggregate offering price are calculated using the exercise price for the stock options granted
and outstanding under the 2024 Plan. |
| | (8) | Represents 480,000 shares of the Registrant's Common Stock issuable upon the exercise of stock options that are outstanding under the
2024 Plan. |
Chimerix (NASDAQ:CMRX)
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