Delaware
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300 Connell Drive, Suite 4000
Berkeley Heights, NJ 07922
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26-4231384
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(State of Incorporation)
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(Address of principal executive offices) (Zip Code)
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(I.R.S. Employer Identification No.)
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W. Bradford Middlekauff, Esq.
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David S. Rosenthal, Esq.
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Senior Vice President, General Counsel and Secretary
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Dechert LLP
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Edge Therapeutics, Inc.
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1095 Avenue of the Americas
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300 Connell Drive, Suite 4000
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New York, NY 10036
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Berkeley Heights, NJ 07922
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(212) 698-3500
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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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Emerging growth company ☒
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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 of Edge Therapeutics, Inc., (the “Registrant”) par value $0.00033 per share (“Common Stock”)
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1,234,768(2
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)
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$
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15.29(3
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)
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$
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18,879,602(3
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)
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$
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2,350
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(1) |
Pursuant to Rules 416(a) and 416(c) of the Securities Act, this registration statement (this “Registration Statement”) shall also cover any additional shares of Common Stock which become issuable under the 2014 Plan (as defined below) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.
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(2) |
Represents an automatic increase to the number of shares available for issuance under the Edge Therapeutics, Inc. 2014 Equity Incentive Plan (the “2014 Plan”) effective January 1, 2018. Shares available for issuance under the 2014 Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on October 21, 2015 (Registration No. 333-207545), March 9, 2016 (Registration No. 333-210041) and March 3, 2017 (Registration No. 333-216430).
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(3) |
Estimated pursuant to Rules 457(c) and 457(h) of the Securities Act, solely for the purpose of calculating the registration fee, based upon the average of the reported high and low sales prices for a share of the Registrant’s Common Stock, as reported on the NASDAQ Global Select Market on February 28, 2018.
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Item 8. |
Exhibits.
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Exhibit
Number
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Description
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Eighth Amended and Restated Certificate of Incorporation of Edge Therapeutics, Inc. (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 6, 2015, and incorporated by reference herein).
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Second Amended and Restated Bylaws of Edge Therapeutics, Inc. (filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 6, 2015, and incorporated by reference herein).
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Form of Certificate of Common Stock (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 21, 2015, and incorporated by reference herein).
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Edge Therapeutics, Inc. 2014 Equity Incentive Plan (filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 21, 2015, and incorporated by reference herein).
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Form of Edge Therapeutics, Inc. Executive Stock Option Agreement (filed as Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 2, 2017, and incorporated by reference herein).
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Form of Edge Therapeutics, Inc. Employee Stock Option Agreement (filed as Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 2, 2017, and incorporated by reference herein).
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Opinion of Dechert LLP (counsel to the Registrant) as to the legality of the securities being registered.
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Consent of KPMG LLP.
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Consent of Dechert LLP (included in Exhibit 5.1).
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Power of Attorney (contained on the signature page hereto).
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EDGE THERAPEUTICS, INC.
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||
By:
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/s/ Brian A. Leuthner
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Brian A. Leuthner
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||
President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Brian A. Leuthner
Brian A. Leuthner
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President and Chief Executive
Officer and Director
(Principal Executive Officer)
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March 2, 2018
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/s/ Andrew Saik
Andrew Saik
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Chief Financial Officer
(Principal Financial Officer)
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March 2, 2018
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/s/ Albert N. Marchio, II
Albert N. Marchio, II
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Chief Accounting and
Administrative Officer
(Principal Accounting Officer)
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March 2, 2018
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/s/ Sol Barer
Sol Barer
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Chairman, Board of Directors
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March 2, 2018
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/s/ Isaac Blech
Isaac Blech
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Vice Chairman, Board of Directors
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March 2, 2018
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/s/ Kurt Conti
Kurt Conti
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Director
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March 2, 2018
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/s/ Rosemary A. Crane
Rosemary A. Crane
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Director
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March 2, 2018
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/s/ James I. Healy
James I. Healy
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Director
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March 2, 2018
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/s/ James Loughlin
James Loughlin
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Director
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March 2, 2018
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/s/ R. Loch Macdonald
R. Loch Macdonald
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Chief Scientific Officer and Director
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March 2, 2018
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/s/ Liam Ratcliffe
Liam Ratcliffe
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Director
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March 2, 2018
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/s/ Robert Spiegel
Robert Spiegel
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Director
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March 2, 2018
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1095 Avenue of the Americas
New York, NY 10036-6797
+1 212 698 3500 Main
+1 212 698 3599 Fax
www.dechert.com
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Re: |
REGISTRATION STATEMENT ON FORM S-8
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![]() |
Edge Therapeutics, Inc.
March 2, 2018
Page 2
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