S-8: Securities to be offered to employees in employee benefit plans
Published on
As filed with the Securities and Exchange Commission on May 11, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
OBALON THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) | 26-1828101 (I.R.S. Employer Identification No.) |
5421 Avenida Encinas, Suite F
Carlsbad, California 92008
(Address of Principal Executive Offices) (Zip Code)
Obalon Therapeutics, Inc. 2016 Equity Incentive Plan
Obalon Therapeutics, Inc. 2016 Employee Stock Purchase Plan
(Full Title of the Plan)
______________________________________________________________
Andrew Rasdal
President and Chief Executive Officer
Obalon Therapeutics, Inc.
5421 Avenida Encinas, Suite F
Carlsbad, California 92008
(760) 795-6558
(Name, address, and telephone number, including area code, of agent for service)
_________________
Copy to:
B. Shayne Kennedy
LATHAM & WATKINS LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626
Telephone: (714) 540-1235
Facsimile: (714) 755-8290
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. (Check one):
Large accelerated filer ¨ | Accelerated filer x | |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company ¨ | |
Emerging growth company x
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 . x
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Common Stock, $0.001 par value per share | ||||
--- To be issued under the 2016 Equity Incentive Plan | 820,164 (2) | $4.20 (3) | $3,444,688.80 | $428.86 |
--- To be issued under the 2016 Employee Stock Purchase Plan | 205,041 (2) | $4.20 (3) | $861,172.20 | $107.22 |
(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 the Registrant’s common stock that becomes issuable under the Registrant’s 2016 Equity Incentive Plan (the “2016 Plan”) or 2016 Employee Stock Purchase Plan (the “2016 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.
(2) Represents additional shares of the Registrant’s common stock that became available for issuance on January 1, 2018 under the 2016 Plan, pursuant to the evergreen provision of the 2016 Plan.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act, and based upon the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Market on May 4, 2018.
(4) Represents additional shares of the Registrant’s common stock that became available for issuance on January 1, 2018 under the 2016 ESPP, pursuant to the evergreen provision of the 2016 ESPP.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,025,205 shares of the Registrant’s common stock issuable under the following employee benefit plans for which Registration Statements of the Registrant on Form S-8 (File No. 333-213988 and File No. 333-218482) are effective: (i) the 2016 Equity Incentive Plan, as a result of the operation of an automatic annual increase provision therein, which added 820,164 shares of common stock, and (ii) the 2016 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 205,041 shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
Except as set forth below, pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on October 6, 2016 (File No. 333-213988) and June 2, 2016 (File No. 333-218482) are incorporated by reference herein.
Item 8. Exhibits
Incorporated by Reference | |||||||||||
Exhibit Number | Description | Form | Exhibit | Date Filed | File Number | Filed Herewith | |||||
4.1 | S-1/A | 3.2 | 9/26/16 | 333-213551 | |||||||
4.2 | S-1/A | 3.4 | 9/26/16 | 333-213551 | |||||||
4.3 | S-1 | 4.1 | 9/9/16 | 333-213551 | |||||||
5.1 | X | ||||||||||
23.1 | X | ||||||||||
23.2 | X | ||||||||||
24.1 | X | ||||||||||
99.1 | S-1/A | 10.3 | 9/26/16 | 333-213551 | |||||||
99.2 | S-1/A | 10.4 | 9/26/16 | 333-213551 | |||||||
99.3 | 10-K | 10.8 | 2/23/17 | 001-37897 | |||||||
SIGNATURES
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 the City of Carlsbad, State of California, on May 11, 2018.
OBALON THERAPEUTICS, INC. | |
By: | /s/ Andrew Rasdal |
Name: | Andrew Rasdal |
Title: | 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 Andrew Rasdal and William Plovanic, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | |
/s/ Andrew Rasdal | President, Chief Executive Officer and Director (Principal Executive Officer) | May 11, 2018 | |
Andrew Rasdal | |||
/s/ William Plovanic | Chief Financial Officer (Principal Financial Officer) | May 11, 2018 | |
William Plovanic | |||
/s/ Nooshin Hussainy | Vice President of Finance (Principal Accounting Officer) | May 11, 2018 | |
Nooshin Hussainy | |||
/s/ Kim Kamdar | Chairperson of the Board of Directors | May 11, 2018 | |
Kim Kamdar | |||
/s/ Ray Dittamore | Director | May 11, 2018 | |
Ray Dittamore | |||
/s/ Douglas Fisher | Director | May 11, 2018 | |
Douglas Fisher | |||
/s/ Les Howe | Director | May 11, 2018 | |
Les Howe | |||
/s/ David Moatazedi | Director | May 11, 2018 | |
David Moatazedi | |||
/s/ Jonah Shacknai | Director | May 11, 2018 | |
Jonah Shacknai | |||
/s/ Sharon Stevenson | Director | May 11, 2018 | |
Sharon Stevenson | |||