0001193125-23-134747.txt : 20230504 0001193125-23-134747.hdr.sgml : 20230504 20230503215126 ACCESSION NUMBER: 0001193125-23-134747 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230504 DATE AS OF CHANGE: 20230503 EFFECTIVENESS DATE: 20230504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 4D Molecular Therapeutics, Inc. CENTRAL INDEX KEY: 0001650648 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 473506994 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-270566 FILM NUMBER: 23886153 BUSINESS ADDRESS: STREET 1: 5858 HORTON STREET #455 CITY: EMERYVILLE STATE: CA ZIP: 94608 BUSINESS PHONE: 5105052680 MAIL ADDRESS: STREET 1: 5858 HORTON STREET #455 CITY: EMERYVILLE STATE: CA ZIP: 94608 FORMER COMPANY: FORMER CONFORMED NAME: 4D Molecular Therapeutics Inc. DATE OF NAME CHANGE: 20200506 FORMER COMPANY: FORMER CONFORMED NAME: 4D Molecular Therapeutics Inc DATE OF NAME CHANGE: 20150811 S-8 POS 1 d171989ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on May 3, 2023

Registration No. 333-270566

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

4D Molecular Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   47-3506994
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

 

5858 Horton Street #455

Emeryville, California 94608

(510) 505-2680

   94608
(Address of Principal Executive Offices)   (Zip Code)

 

 

2020 Employee Stock Purchase Plan

(Full title of the plan)

 

 

David Kirn, M.D.

Chief Executive Officer

4D Molecular Therapeutics, Inc.

5858 Horton Street #455

Emeryville, California 94608

(Name and address of agent for service)

(510) 505-2680

(Telephone number, including area code, of agent for service)

 

 

Copies to:

Mark V. Roeder, Esq.

Phillip S. Stoup, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

(650) 328-4600

 

 

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.  ☐

 

 

 

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (the “Post-Effective Amendment”) is being filed by 4D Molecular Therapeutics, Inc. (the “Registrant”) for the purpose of deregistering certain shares of the Registrant’s common stock, par value $0.0001 (the “Common Stock”), that were originally registered pursuant to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on March 15, 2023, File No. 333-270566 (the “Registration Statement”). The Company determined that the amount of shares of Common Stock that were registered under the Registration Statement issuable under the 2020 Employee Stock Purchase Plan (the “ESPP”) pursuant to the annual increase provision therein (the “Shares”) were overstated and incorrectly reported. The amount of Shares registered in the Registration Statement for the ESPP was 326,266 but should have been 50,000. This Post-Effective Amendment shall not affect the remaining shares of Common Stock registered pursuant to the Registration Statement, and the effectiveness of the Registration Statement as to the 1,631,331 Shares issuable under the 2020 Incentive Award Plan shall continue unaffected by this Post-Effective Amendment.

The Registration Statement remains in effect in all other respects.

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Emeryville, State of California, on May 3, 2023.

 

4D Molecular Therapeutics, Inc.
By:   /s/ August J. Moretti
  August J. Moretti
  Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature

   

Title

  

Date

*

David Kirn, M.D.

   

Chief Executive Officer and Director
(Principal Executive Officer)

   May 3, 2023

/s/ August J. Moretti

August J. Moretti

   

Chief Financial Officer
(Principal Financial and Accounting Officer)

   May 3, 2023

*

John F. Milligan, Ph.D.

   

Executive Chairman

   May 3, 2023

*

Jacob Chacko, M.D., MBA

   

Director

   May 3, 2023

*

Susannah Gray, MBA

   

Director

   May 3, 2023

*

Noriyuki Kasahara, M.D., Ph.D.

   

Director

   May 3, 2023

*

Nancy Miller-Rich

   

Director

   May 3, 2023

*

Charles P. Theuer, M.D., Ph.D.

   

Director

   May 3, 2023

*

Shawn Cline Tomasello, MBA

   

Director

   May 3, 2023

 

By:   /s/ August J. Moretti
  August J. Moretti
  Attorney in-Fact