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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Chimerix Inc | NASDAQ:CMRX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0278 | 2.93% | 0.978 | 0.9105 | 1.24 | 0.98 | 0.9374 | 0.98 | 158,502 | 05:00:02 |
Delaware
|
33-0903395
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
Michael T. Andriole
Chief Financial Officer and Chief Business Officer
Chimerix, Inc.
2505 Meridian Parkway, Suite 100
Durham, NC 27713
(919) 806-1074
|
Jason L. Kent, Esq.
Alexander M. Davis, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858) 550-6000
|
Large accelerated filer ¨
|
Accelerated filer x
|
Non-accelerated filer ¨
|
Smaller reporting company x
|
|
Emerging growth company ¨
|
|
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Proposed
|
|
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Title of
|
|
Maximum
|
Proposed Maximum
|
|
Securities to
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Amount to be
|
Offering
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Aggregate
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Amount of
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be Registered
|
Registered (1)
|
Price per Share (2)
|
Offering Price (2)
|
Registration Fee
|
2013 Equity Incentive Plan
Common Stock, $0.001 par value per share
|
2,463,600 shares (3)
|
$1.718
|
$4,231,233.00
|
$549.21
|
2013 Employee Stock Purchase Plan
Common Stock, $0.001 par value per share
|
422,535 shares (4)
|
$1.718
|
$725,703.86
|
$94.20
|
Total
|
2,886,135 shares
|
N/A
|
$4,956,936.86
|
$643.41
|
(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 Registrant’s common stock (the “Common Stock”) that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction.
|
(2)
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This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on February 20, 2020, as reported on the Nasdaq Global Market.
|
(4)
|
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2013 Employee Stock Purchase Plan (the “ESPP”) on January 1, 2020 pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, on January 1st of each year commencing in 2014 and ending on (and including) January 1, 2023, the number of shares authorized for issuance under the ESPP is automatically increased by a number equal to the least of: (a) 1% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year; (b) 422,535 shares; or (c) a number determined by the Board that is less than (a) and (b).
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Item 8.
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Exhibits.
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Exhibits:
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Description
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4.1
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|||
4.2
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|||
4.3
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|
|||
5.1
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|||
23.1
|
|
|||
23.2
|
|
|||
24.1
|
|
|||
99.1
|
|
|||
99.2
|
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|||
99.3
|
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(1)
|
Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on April 16, 2013.
|
(2)
|
Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on April 16, 2013.
|
(3)
|
Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-187145), filed on March 8, 2013, as amended.
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(4)
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Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, filed on June 23, 2014.
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(5)
|
Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on November 7, 2016.
|
(6)
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Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (No. 333-187145), filed on March 8, 2013, as amended.
|
By:
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/s/ Michael A. Sherman
|
Signature
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Title
|
Date
|
|
|
|
/s/ Michael A. Sherman
Michael A. Sherman
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
February 25, 2020
|
|
|
|
/s/ Michael T. Andriole
Michael T. Andriole
|
Chief Business and Financial Officer
(Principal Financial Officer)
|
February 25, 2020
|
|
|
|
/s/ David Jakeman
David Jakeman
|
Executive Director of Finance and Accounting
(Principal Accounting Officer)
|
February 25, 2020
|
|
|
|
/s/ Martha J. Demski
Martha J. Demski
|
Chair of the Board of Directors
|
February 25, 2020
|
|
|
|
/s/ Catherine L. Gilliss
Catherine L. Gilliss, Ph.D., RN, FAAN
|
Member of the Board of Directors
|
February 25, 2020
|
|
|
|
/s/ Edward F. Greissing Jr.
Edward F. Greissing Jr.
|
Member of the Board of Directors
|
February 25, 2020
|
|
|
|
/s/ Patrick Machado
Patrick Machado
|
Member of the Board of Directors
|
February 25, 2020
|
|
|
|
/s/ Robert J. Meyer
Robert J. Meyer
|
Member of the Board of Directors
|
February 25, 2020
|
|
|
|
/s/ Fred A. Middleton
Fred A. Middleton
|
Member of the Board of Directors
|
February 25, 2020
|
|
|
|
/s/ Ronald C Renaud, Jr.
Ronald C Renaud, Jr.
|
Member of the Board of Directors
|
February 25, 2020
|
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