As filed with the Securities and Exchange Commission on March 25, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Synlogic, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 26-1824804 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
301 Binney Street, Suite 402
Cambridge, MA 02142
(617) 401-9975
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2015 Equity Incentive Award Plan
(Full Title of the Plan)
Aoife Brennan
President and Chief Executive Officer
Synlogic, Inc.
301 Binney Street, Suite 402
Cambridge, MA 02142
(617) 401-9975
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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. ☐
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Aggregate |
Amount of Registration Fee | ||||
| Common Stock, par value $0.001 per share |
1,909,163 | $4.21 | $8,037,576.23 | $876.90 | ||||
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) that become issuable under the 2015 Equity Incentive Award Plan (the “2015 Plan”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of Common Stock. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the 2015 Plan are based on the average of the high and the low price of Registrant’s Common Stock as reported on The Nasdaq Capital Market on March 19, 2021. The chart below details the calculations of the registration fee: |
| Securities |
Number of Shares |
Offering Price Per Share |
Aggregate Offering Price |
|||||||||
| Shares reserved for future grant under the 2015 Plan |
1,909,163 | $ | 4.21 | (2) | $ | 8,037,576.23 | ||||||
| Proposed Maximum Aggregate Offering Price |
$ | 8,037,576.23 | ||||||||||
| Registration Fee |
$ | 876.90 | ||||||||||
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,909,163 shares of the Registrant’s common stock issuable under the Registrant’s 2015 Equity Incentive Award Plan, for which a Registration Statement of the Registrant on Form S-8 (File No. 333-220841) is effective, as a result of the operation of an automatic annual increase provision therein, which added 1,909,163 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 contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on October 5, 2017 (File No. 333-220841) are incorporated by reference herein.
Exhibit Index
| # | Indicates management contract or compensatory plan. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts on March 25, 2021.
| SYNLOGIC, INC. | ||
| By: | /s/ AOIFE BRENNAN | |
| Aoife Brennan | ||
| President and Chief Executive Officer | ||
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Aoife Brennan and Gregg Beloff, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, 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 for 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 his, her or their substitute or substitutes, 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 dates indicated.
| Name |
Title |
Date | ||
| /s/ AOIFE BRENNAN |
President, Chief Executive Officer, and Director | March 25, 2021 | ||
| Aoife Brennan | (Principal Executive Officer) | |||
| /s/ GREGG BELOFF |
Interim Chief Financial Officer | March 25, 2021 | ||
| Gregg Beloff | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ PETER BARRETT |
||||
| Peter Barrett | Chairman of the Board | March 25, 2021 | ||
| /s/ MICHAEL BURGESS |
||||
| Michael Burgess | Director | March 25, 2021 | ||
| /s/ MICHAEL HEFFERNAN |
||||
| Michael Heffernan | Director | March 25, 2021 | ||
| /s/ PATRICIA HURTER |
||||
| Patricia Hurter | Director | March 25, 2021 | ||
| /s/ LISA KELLY-CROSWELL |
||||
| Lisa Kelly-Croswell | Director | March 25, 2021 | ||
| /s/ CHAU KHUONG |
||||
| Chau Khuong | Director | March 25, 2021 | ||
| /s/ NICK LESCHLY |
||||
| Nick Leschly | Director | March 25, 2021 | ||
| /s/ EDWARD MATHERS |
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| Edward Mathers | Director | March 25, 2021 | ||
| /s/ RICHARD P. SHEA |
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| Richard P. Shea | Director | March 25, 2021 | ||