As filed with the Securities and Exchange Commission on March 20, 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
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) 401-9947
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2015 Equity Incentive Award Plan
2017 Stock Incentive Plan
(Full Title of the Plan)
Jose Carlos Gutiérrez-Ramos
President & Chief Executive Officer
Synlogic, Inc.
301 Binney Street, Suite 402
Cambridge, MA 02142
(617) 401-9947
(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 | ☐ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicated 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 |
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 |
1,113,630 | $9.99 | $11,125,163.70 | $1,385.08 | ||||
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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”) and the 2017 Stock Incentive Plan (the “2017 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 and 2017 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 16, 2018. 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 |
813,630 | 9.99 | (2) | $ | 8,128,163.70 | |||||||
| Shares reserved for future grant under the 2017 Plan |
300,000 | 9.99 | (2) | $ | 2,997,000.00 | |||||||
| Proposed Maximum Aggregate Offering Price |
$ | 11,125,163.70 | ||||||||||
| Registration Fee |
$ | 1,385.08 | ||||||||||
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,113,630 shares of the Registrant’s common stock issuable under the following employee benefit plans for which a Registration Statement of the Registrant on Form S-8 (File No. 333-220841) is effective: (i) the 2015 Equity Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 813,630 shares of Common Stock, and (ii) the 2017 Stock Incentive Plan, as a result of forfeitures of unvested shares of restricted stock by former grantees which were previously not registered on a Form S-8, which added 300,000 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 20, 2018.
| SYNLOGIC, INC. | ||
| By: | /s/ Jose Carlos Gutiérrez-Ramos | |
| Jose Carlos Gutiérrez-Ramos | ||
| 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 Jose Carlos Gutierrez-Ramos, Ph.D. and Todd Shegog, 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.
| Signature |
Title |
Date | ||
| /s/ Jose Carlos Gutiérrez-Ramos |
President, Chief Executive Officer and Director (Principal Executive Officer) |
March 20, 2018 | ||
| Jose Carlos Gutiérrez-Ramos | ||||
| /s/ Todd Shegog |
Chief Financial Officer |
March 20, 2018 | ||
| Todd Shegog | (Principal Financial Officer and Principal Accounting Officer) | |||
| * |
Chairman of the Board | March 20, 2018 | ||
| Peter Barrett | ||||
| * |
Director | March 20, 2018 | ||
| Chau Khuong | ||||
| * |
Director | March 20, 2018 | ||
| Nick Leschly | ||||
| * |
Director | March 20, 2018 | ||
| Edward Mathers | ||||
| * |
Director | March 20, 2018 | ||
| Michael Powell | ||||
| * |
Director | March 20, 2018 | ||
| Richard P. Shea | ||||
| *By: |
/s/ Todd Shegog |
March 20, 2018 | ||||
| Todd Shegog Attorney-in-fact |
Exhibit 5.1
| One Financial Center Boston, MA 02111 617-542-6000 617-542-2241 fax www.mintz.com |
March 20, 2018
Synlogic, Inc.
301 Binney Street, Suite 402
Cambridge, MA 02142
| Re: | Registration Statement on Form S-8; 1,113,630 shares of Common Stock of Synlogic, Inc., par value $0.001 per share |
Ladies and Gentlemen:
We have acted as counsel to Synlogic, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”), pursuant to which the company is registering the issuance under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 1,113,630 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, that may be issued pursuant to the Company’s 2015 Equity Incentive Award Plan (the “2015 Plan”) and 2017 Stock Incentive Plan (the “2017 Plan” and together with the 2015 Plan, the “Plans”). This opinion is being rendered in connection with the filing of the Registration Statement with the Commission. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to them in the Registration Statement.
As the counsel to the Company in connection with the Registration Statement, we have examined the actions taken by the Company in connection with the authorization of the issuance of the Shares, and such documents as we have deemed necessary to render this opinion. In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company. In addition, we have assumed that the Company will receive any required consideration in accordance with the terms of the Plan.
Our opinion is limited to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to the laws of any other jurisdiction. No opinion is expressed herein with respect to the qualification of the Shares under the securities or blue sky laws of any state or of any foreign jurisdiction.
Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and delivered in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
BOSTON | LONDON | LOS ANGELES | NEW YORK | SAN DIEGO | SAN FRANCISCO | STAMFORD | WASHINGTON
MINTZ, LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.
March 20, 2018
Page 2
We understand that you wish to file this opinion with the Commission as an exhibit to the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K promulgated under the Securities Act, and we hereby consent thereto. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
| Very truly yours, |
| /s/ Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Synlogic, Inc.
We consent to the use of our report dated March 20, 2018, with respect to the consolidated balance sheets of Synlogic, Inc. as of December 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive loss, contingently redeemable preferred equity and stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively, the consolidated financial statements), incorporated by reference herein.
/s/ KPMG LLP
Cambridge, Massachusetts
March 20, 2018