Securities Registration: Employee Benefit Plan (s-8)
27 Marzo 2017 - 1:19PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on March 27, 2017
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
PhaseRx, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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20-4690620
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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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410 W. Harrison Street, Suite 300
Seattle, WA 98119
(Address of principal executive offices) (Zip Code)
PhaseRx, Inc. 2016 Long-Term Incentive
Plan
(Full title of the Plan)
Robert W. Overell, Ph.D.
President and Chief Executive Officer
PhaseRx, Inc.
410 W. Harrison Street, Suite 300
Seattle, WA 98119
(Name and address of agent for service)
(206) 805-6300
(Telephone number, including area
code, of agent for service)
Copy to:
Rick A. Werner, Esq.
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Haynes and Boone, LLP
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30 Rockefeller Plaza, 26th Floor
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New York, New York 10112
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Telephone: (212) 659-7300
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Facsimile: (212) 884-8234
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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 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 ☐
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Non-accelerated
filer ☐ (Do not check if a smaller reporting company)
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Smaller reporting
company☒
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CALCULATION OF REGISTRATION FEE
Title of each class 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 (4)
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Common Stock, par value $0.0001:
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584,516 (2)
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1.4763(3)
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$862,921(3)
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$100.01
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(1)
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Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), the number of shares registered
hereunder includes such additional number of shares of common stock, par value $0.0001 per share of the registrant (“Common
Stock”), as are required to prevent dilution resulting from a stock split, stock dividend or similar transaction.
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(2)
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Represents
shares of Common Stock added to the PhaseRx, Inc. 2016 Long-Term Incentive Plan (the “Plan”) pursuant to an “evergreen”
provision, which allows for an annual increase in the number of shares of Common Stock available for issuance thereunder, and
that are reserved for issuance pursuant to future awards under the Plan.
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(3)
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Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, and based
upon the average of the high and low sale prices for the registrant’s common stock as reported on the NASDAQ Capital Market
on March 23, 2017.
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(4)
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Amount
of the registration fee was calculated in accordance with Section 6(b) and Rule 457 under the Securities Act and was determined
by multiplying the aggregate offering price by 0.0001159.
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EXPLANATORY NOTE
At the time the Plan was amended and restated,
it reserved a total of 1,532,299 shares of Common Stock for issuance thereunder. Additionally, the Plan includes an “evergreen”
provision that provides for an annual increase in the total number of shares of Common Stock reserved for issuance thereunder on
January 1of each year, beginning in calendar year 2017. Pursuant to the “evergreen” provision, the annual increase
in the number of shares of Common Stock shall be equal to the lowest of: (i) five percent (5%) of the number of shares of Common
Stock outstanding as of December 31of the preceding calendar year; and (ii) an amount determined by the Company’s board of
directors.
As a result of the “evergreen”
provision, effective January 1, 2017, 584,516 shares of Common Stock were added to the total number of shares of Common Stock reserved
for issuance under the Plan. This Registration Statement on Form S-8 (this “Registration Statement”) is being filed
for the purpose of registering the 584,516 shares of Common Stock that may be issued under the Plan pursuant to the “evergreen”
provision, consisting of 584,516 shares of Common Stock reserved for issuance pursuant to future awards under the Plan.
Except as otherwise set forth below, the
contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on
August 12, 2016 (File No. 333-213103) are incorporated herein by reference as permitted by General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE.
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The following documents filed by the registrant
with the Securities and Exchange Commission are hereby incorporated into this registration statement by reference:
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(a)
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The registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on March 27, 2017;
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(b)
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The registrant’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on March 6, 2017;
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(c)
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The description of the registrant’s Common Stock which is contained in the registrant’s Registration Statement on Form 8-A filed on May 10, 2016 (File No. 001-37772) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
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In addition, all documents filed by the registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date of this registration statement (other
than any such documents or portions thereof that are furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless
otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
Any statement contained in this registration
statement or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement contained or incorporated by reference herein or in
any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
The list of exhibits is set forth under “Exhibit
Index” at the end of this registration statement and is incorporated herein by reference.
SIGNATURES
The Registrant
. 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 Seattle, Washington on March 27, 2017.
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PHASERX, INC.
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By:
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/s/ Robert W. Overell
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Name:
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Robert W. Overell, Ph.D.
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Title:
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Chief Executive Officer and President
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POWER OF ATTORNEY
Each person whose signature appears below
constitutes and appoints Robert W. Overell, Ph.D. with full power to act alone and without the others, his or her true and lawful
attorney-in-fact, with full power of substitution, and with the authority to execute in the name of each such person, any and all
amendments (including without limitation, post-effective amendments) to this registration statement, to sign any and all additional
registration statements relating to the same offering of securities as this registration statement that are filed pursuant to Rule
462(b) of the Securities Act of 1933, as amended, and to file such registration statements with the Securities and Exchange Commission,
together with any exhibits thereto and other documents therewith, necessary or advisable to enable the registrant to comply with
the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in
respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing
the same deems appropriate.
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.
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Signature
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Title
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Date
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/s/ Robert W. Overell
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Chief Executive Officer, President and Director
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March 27, 2017
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Robert W. Overell, Ph.D.
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(principal executive officer and principal financial officer)
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/s/ Shing-Yin Tsui
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Senior Vice President, Finance and Secretary
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March 27, 2017
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Shing-Yin (Helen) Tsui
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(principal accounting officer)
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/s/ Steven Gillis
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Director, Chairman of the Board
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March
27, 2017
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Steven Gillis, Ph.D.
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/s/ Peggy V. Phillips
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Director
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March 27, 2017
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Peggy V. Phillips
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/s/ Brian G. Atwood
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Director
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March
27, 2017
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Brian G. Atwood
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/s/ John A. Schmidt, Jr.
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Director
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March 27, 2017
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John A. Schmidt, Jr., M.D.
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/s/ Paul H. Johnson
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Director
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March 27, 2017
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Paul H. Johnson, Ph.D.
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/s/ Michelle Griffin
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Director
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March 27, 2017
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Michelle Griffin
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EXHIBIT INDEX
Exhibit
Number
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Exhibit Description
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Filed
with
this
Report
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Incorporated by
Reference
herein from
Form or
Schedule
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Filing
Date
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SEC
File/Reg
Number
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4.1
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Fourth Amended and Restated Certificate of Incorporation of PhaseRx, Inc.
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Form 8-K
(Exhibit 3.1)
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05/23/16
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001-37772
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4.2
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Amended and Restated Bylaws of PhaseRx, Inc.
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Form 8-K
(Exhibit 3.2)
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05/23/16
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001-37772
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4.3
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Form of Common Stock Certificate
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Form S-1/A
(Exhibit 4.1)
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05/02/16
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333-210811
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5.1*
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Opinion of Haynes and Boone, LLP
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X
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23.1*
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Consent of Haynes and Boone, LLP (included in the opinion filed as Exhibit 5.1)
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X
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23.2*
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Consent of Peterson Sullivan LLP, independent registered public accounting firm
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X
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24.1*
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Power of Attorney (included on the signature page to this Registration Statement on Form S-8)
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X
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99.1
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PhaseRx, Inc. 2016 Long-Term Incentive Plan.
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Form 8-K
(Exhibit 10.1)
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05/23/16
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001-37772
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* Filed herewith.
PhaseRx (CE) (USOTC:PZRXQ)
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De Ago 2024 a Sep 2024
PhaseRx (CE) (USOTC:PZRXQ)
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De Sep 2023 a Sep 2024