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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Frequency Therapeutics Inc | NASDAQ:FREQ | 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% | 14.98 | 0.3026 | 0.34 | 0 | 01:00:00 |
As filed with the Securities and Exchange Commission on March 17, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Frequency Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 47-2324450 | |
(State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
75 Hayden Avenue
Lexington, MA 02421
(Address of principal executive offices) (Zip code)
Frequency Therapeutics, Inc. 2019 Incentive Award Plan
Frequency Therapeutics, Inc. 2019 Employee Stock Purchase Plan
(Full title of the plans)
David L. Lucchino
President and Chief Executive Officer
Frequency Therapeutics, Inc.
75 Hayden Avenue
Lexington, MA 02421
(781) 315-4600
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
With copies to:
John Chory, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
(617) 948-6000
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 comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 3,569,198 shares of the Registrants common stock to be issued pursuant to the Frequency Therapeutics, Inc. 2019 Incentive Award Plan (the 2019 Plan) and the Frequency Therapeutics, Inc. 2019 Employee Stock Purchase Plan (together with the 2019 Plan, the Plans) and for which a Registration Statement of the Registrant on Form S-8 relating to the same Plans is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statements on Form S-8 (File No. 333-234128), filed with the Securities and Exchange Commission, relating to the Plans, are incorporated herein by reference.
Item 8. | Exhibits |
* | Filed herewith. |
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 Town of Lexington, Commonwealth of Massachusetts, on March 17, 2022.
FREQUENCY THERAPEUTICS, INC. | ||||
By: | /s/ David L. Lucchino | |||
David L. Lucchino | ||||
President and Chief Executive Officer |
Each person whose signature appears below hereby constitutes and appoints David L. Lucchino and Peter P. Pfreundschuh, or each of them singly, with full power to act without the other, such persons true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules 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 or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes 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 dates indicated.
Signature |
Title |
Date | ||
/s/ David L. Lucchino |
President, Chief Executive Officer and Director |
March 17, 2022 | ||
David L. Lucchino | (Principal Executive Officer) |
|||
/s/ Peter P. Pfreundschuh |
Chief Financial Officer |
March 17, 2022 | ||
Peter P. Pfreundschuh | (Principal Financial and Accounting Officer) |
|||
|
Chairman and Director |
March 17, 2022 | ||
Marc. A. Cohen | ||||
/s/ Timothy J. Barberich |
Vice Chairman and Director |
March 17, 2022 | ||
Timothy J. Barberich | ||||
/s/ Cynthia L. Feldman |
||||
Cynthia L. Feldman | Director |
March 17, 2022 | ||
/s/ Michael Huang |
||||
Michael Huang | Director |
March 17, 2022 | ||
/s/ Robert S. Langer |
||||
Robert S. Langer, Sc.D. | Director |
March 17, 2022 | ||
/s/ Joel S. Marcus |
||||
Joel S. Marcus | Director |
March 17, 2022 |
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