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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Castle Biosciences Inc | NASDAQ:CSTL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.63 | 2.65% | 24.37 | 23.44 | 25.25 | 24.655 | 23.52 | 23.91 | 130,508 | 01:00:00 |
As filed with the Securities and Exchange Commission on February 28, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Castle Biosciences, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 77-0701774 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
505 S. Friendswood Drive, Suite 401 Friendswood, Texas |
77546 | |
(Address of Principal Executive Offices) | (Zip Code) |
Castle Biosciences, Inc. 2019 Equity Incentive Plan
Castle Biosciences, Inc. 2019 Employee Stock Purchase Plan
(Full titles of the plans)
Derek J. Maetzold
President and Chief Executive Officer
Castle Biosciences, Inc.
505 S. Friendswood Drive, Suite 401
Friendswood, Texas 77546
(866) 788-9907
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas A. Coll, Esq.
Carlos Ramirez, Esq.
Cooley LLP
10265 Science Center Drive
San Diego, California 92121
(858) 550-6000
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 Registration Statement on Form S-8 is being filed by Castle Biosciences, Inc. (the Registrant) for the purpose of registering (i) an additional 1,370,526 shares of the Registrants Common Stock, $0.001 par value per share (Common Stock), under the Registrants 2019 Equity Incentive Plan (the 2019 Plan), pursuant to the provisions of the 2019 Plan providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2019 Plan, and (ii) 274,105 additional shares of Common Stock under the Registrants 2019 Employee Stock Purchase Plan (the 2019 ESPP) pursuant to the provisions of the 2019 ESPP providing for an automatic increase in the number of shares of Common Stock reserved and available for issuance under the 2019 ESPP, in each case on January 1, 2024.
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of registering additional securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plans are effective.
The Registrant previously registered shares of its Common Stock for issuance under the 2019 Plan and 2019 ESPP under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the SEC) on July 29, 2019 (File No. 333-232884), March 10, 2020 (File No. 333-237062), March 11, 2021 (File No. 333-254179), February 28, 2022 (File No. 333-263094) and February 28, 2023 (File No. 333-270141). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
ITEM 8. EXHIBITS.
* | Filed herewith. |
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 the City of Friendswood, State of Texas, on February 28, 2024.
CASTLE BIOSCIENCES, INC. | ||
By: | /s/ Derek J. Maetzold | |
Derek J. Maetzold | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Derek J. Maetzold and Frank Stokes, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with 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 and about the premises, as fully to 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 their substitute or substitutes, 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 dates indicated.
Signature | Title | Date | ||
/s/ Derek J. Maetzold Derek J. Maetzold |
President, Chief Executive Officer and Director (Principal Executive Officer) |
February 28, 2024 | ||
/s/ Frank Stokes Frank Stokes |
Chief Financial Officer (Principal Financial and Accounting Officer) |
February 28, 2024 | ||
/s/ Daniel M. Bradbury Daniel M. Bradbury |
Chairperson of the Board of Directors |
February 28, 2024 | ||
/s/ Mara G. Aspinall Mara G. Aspinall |
Member of the Board of Directors |
February 28, 2024 | ||
/s/ Kimberlee S. Caple Kimberlee S. Caple |
Member of the Board of Directors |
February 28, 2024 | ||
/s/ G. Bradley Cole G. Bradley Cole |
Member of the Board of Directors |
February 28, 2024 | ||
/s/ Ellen Goldberg Ellen Goldberg |
Member of the Board of Directors |
February 28, 2024 | ||
/s/ Miles D. Harrison Miles D. Harrison |
Member of the Board of Directors |
February 28, 2024 | ||
/s/ Tiffany P. Olson Tiffany P. Olson |
Member of the Board of Directors |
February 28, 2024 |
Exhibit 5.1
Carlos Ramirez
+1 858 550 6157
cramirez@cooley.com
February 28, 2024
Castle Biosciences, Inc.
505 S. Friendswood Drive, Suite 401
Friendswood, Texas 77546
Ladies and Gentlemen:
We have acted as counsel to Castle Biosciences, Inc., a Delaware corporation (the Company), in connection with the filing by the Company of a Registration Statement on Form S-8 (the Registration Statement) with the Securities and Exchange Commission (the Commission) covering the offering of up to 1,644,631 shares (the Shares) of the Companys Common Stock, $0.001 par value per share (the Common Stock), consisting of (a) 1,370,526 shares of Common Stock issuable pursuant to the Companys 2019 Equity Incentive Plan (the Incentive Plan) and (b) 274,105 shares of Common Stock issuable pursuant to the Companys 2019 Employee Stock Purchase Plan (together with the Incentive Plan, the Plans).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Plans, (c) the Companys certificate of incorporation and bylaws, each as currently in effect, and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than by the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Cooley LLP 10265 Science Center Drive, San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com
February 28, 2024
Page Two
Sincerely,
Cooley LLP
By: | /s/ Carlos Ramirez | |
Carlos Ramirez |
Cooley LLP 10265 Science Center Drive, San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated February 28, 2024, with respect to the consolidated financial statements of Castle Biosciences, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP |
Houston, Texas |
February 28, 2024 |
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Castle Biosciences, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Price Per Unit(2) |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||
Equity | 2019 Equity Incentive Plan Common Stock, par value $0.001 per share |
Other | 1,370,526(3) | $24.00 |
$32,892,624 |
0.0001476 | $4,855 | |||||||
Equity | 2019 Employee Stock Purchase Plan Common Stock, par value $0.001 per share |
Other | 274,105 (4) | $24.00 |
$6,578,520 |
0.0001476 | $971 | |||||||
Total Offering Amounts | $5,826 | |||||||||||||
Total Fee Offsets | $ | |||||||||||||
Net Fee Due |
$5,826 |
(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 Common Stock, par value $0.001 per share (Common Stock), of Castle Biosciences, Inc. (the Registrant) that become issuable under the Registrants 2019 Equity Incentive Plan (the 2019 Plan) or the Registrants 2019 Employee Stock Purchase Plan (the 2019 ESPP) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
(2) | This estimate is made pursuant to Rule 457(h)(1) and Rule 457(c) 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 23, 2024, as reported on the Nasdaq Global Market. |
(3) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2019 Plan on January 1, 2024 pursuant to an evergreen provision contained in the 2019 Plan. Pursuant to such provision, on January 1st of each year through (and including) January 1, 2029, the number of shares authorized for issuance under the 2019 Plan will be automatically increased by an amount equal to the lesser of: (a) 5% of the total number of shares of capital stock of the Registrant outstanding on December 31 of the preceding calendar year; or (b) such lesser number of shares of Common Stock as the Registrants board of directors (the Board) may designate prior to the applicable January 1st. |
(4) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the 2019 ESPP on January 1, 2024 pursuant to an evergreen provision contained in the 2019 ESPP. Pursuant to such provision, on January 1st of each year through (and including) January 1, 2029, the number of shares authorized for issuance under the 2019 ESPP will be automatically increased by an amount equal to the lesser of: (a) 1% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; (b) 411,935 shares; or (c) such lesser number of shares of Common Stock as the Board may designate prior to the applicable January 1st. |
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