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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aimmune Therapeutics Inc | NASDAQ:AIMT | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 34.49 | 34.00 | 34.49 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on March 15, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Aimmune Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) |
2834 (Primary Standard Industrial Classification Code Number) |
45-2748244 (I.R.S. Employer Identification Number) |
8000 Marina Blvd, Suite 300
Brisbane, CA 94005
(650) 614-5220
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2015 Equity Incentive Award Plan
2015 Employee Stock Purchase Plan
(Full Title of the Plan)
Stephen G. Dilly, M.B.B.S., Ph.D.
President and Chief Executive Officer
Aimmune Therapeutics, Inc.
8000 Marina Blvd, Suite 300
Brisbane, CA 94005
(650) 614-5220
(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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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☐ |
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Accelerated filer |
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☒ |
Non-accelerated filer |
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☐ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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☐ |
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered |
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Amount to be Registered (1) |
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Proposed
Maximum
Per Share (2) |
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Proposed
Maximum
Price Per Share |
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Amount of
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Common Stock, $0.0001 par value per share |
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2,007,875 (3 ) |
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$21.66 |
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$43,490,572.50 |
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$5,040.56 |
Common Stock, $0.0001 par value per share |
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501,968 (4 ) |
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$21.66 |
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$10,872,626.88 |
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$1,260.14 |
Total: |
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2,509,843 |
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$21.66 |
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$54,363,199.38 |
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$6,300.69 |
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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 that become issuable under the 2015 Equity Incentive Award Plan (the “2015 Plan”) and the 2015 Employee Stock Purchase Plan (the “ESPP”) 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) |
This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant is the average of the high and low prices for the registrant’s common stock as reported on The NASDAQ Global Select Market on March 8, 2017, which is $21.66. |
(3) |
Represents the additional shares of common stock available for future issuance under the 201 5 Plan resulting from an annual increase as of January 1, 201 7 . |
(4) |
Represents the additional shares of common stock available for future issuance under the ESPP resulting from an annual increase as of January 1, 2017. |
Proposed sale to take place as soon after the effective date of the
registration statement as awards under the plans are exercised and/or vest.
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 2,509,843 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 Nos. 333-206307 and 333-210142) are effective: (i) the 2015 Equity Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 2,007,875 shares of common stock, and (ii) the 2015 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 501,968 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 Statements on Form S-8 filed with the Securities and Exchange Commission on August 11, 2015 and March 11, 2016 (File Nos. 333-206307 and 333-210142) are incorporated by reference herein.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Brisbane, California, on this 15 th day of March, 2017.
Aimmune Therapeutics, Inc. |
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By: |
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/s/ Stephen G. Dilly |
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Stephen G. Dilly, M.B.B.S., Ph.D. |
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President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Stephen G. Dilly, M.B.B.S., Ph.D. and Douglas T. Sheehy, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ Stephen G. Dilly
Stephen G. Dilly, M.B.B.S., Ph.D. |
President, Chief Executive Officer and Director (Principal Executive Officer) |
March 15, 2017 |
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/s/ Warren L. DeSouza
Warren L. DeSouza |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 15, 2017 |
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/s/ Gregory Behar
Gregory Behar |
Director |
March 15, 2017 |
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/s/ Patrick G. Enright
Patrick G. Enright |
Director |
March 15, 2017 |
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/s/ Kathryn E. Falberg
Kathryn E. Falberg |
Director |
March 15, 2017 |
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/s/ Mark T. Iwicki
Mark T. Iwicki |
Director |
March 15, 2017 |
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/s/ Mark D. McDade
Mark D. McDade |
Director |
March 15, 2017 |
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/s/ Stacey D. Seltzer
Stacey D. Seltzer |
Director |
March 15, 2017 |
Exhibit Index
#Indicates management contract or compensatory plan.
1 Year Aimmune Therapeutics Chart |
1 Month Aimmune Therapeutics Chart |
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