Delaware | 46-5087339 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
800 Boylston Street, 24th Floor Boston, MA | 02199 | |
(Address of Principal Executive Offices) | (Zip Code) |
Lester Fagen Marc Recht Miguel Vega Cooley LLP 500 Boylston Street, 14th Floor Boston, Massachusetts 02116 (617) 937-2300 | Robert Hadfield General Counsel Flex Pharma, Inc. 800 Boylston Street, 24th Floor Boston, Massachusetts 02199 (617) 874-1821 |
Large Accelerated filer | o | Accelerated filer | o | |
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | o |
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee | |||||
2015 Equity Incentive Plan Common Stock, $0.0001 par value per share | 717,755 shares (3) | $9.69 | $6,955,045.95 | $700.37 | |||||
2015 Employee Stock Purchase Plan Common Stock, $0.0001 par value per share | 179,438 shares (4) | $9.69 | $1,738,754.22 | $175.09 | |||||
(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 (“Common Stock”) that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of the Registrant’s outstanding shares of Common Stock. |
(2) | This estimate is made pursuant to Rule 457(h) and Rule 457(c)(1) of the Securities Act solely for purposes of calculating the registration fee. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on March 15, 2016, as reported on the Nasdaq Stock Market. |
(3) | Represents (i) shares of Common Stock that were automatically added to the number of shares authorized for issuance under the Registrant's 2015 Equity Incentive Plan (the “2015 EIP”) on January 1, 2016 pursuant to an “evergreen” provision contained in the 2015 EIP. Pursuant to the evergreen provision, on January 1, 2016 the number of shares authorized for issuance under the 2015 EIP automatically increased by an amount equal to 4% of the total number of shares of Capital Stock (as defined in the 2015 EIP) outstanding on December 31, 2015. |
(4) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant's 2015 Employee Stock Purchase Plan (the “2015 ESPP”) on January 1, 2016 pursuant to an “evergreen” provision contained in the 2015 ESPP. Pursuant to such provision, on January 1, 2016 the number of shares authorized for issuance under the 2015 ESPP automatically increased by a number equal to the lesser of: (a) 1% of the total number of shares of Capital Stock outstanding on December 31th of the preceding calendar year; (b) 1,000,000 shares of Common Stock; and (c) a number of shares of Common Stock determined by the Registrant’s board of directors that is less than the amount set forth in the foregoing clauses (a) or (b). |
FLEX PHARMA, INC. | ||
By: | /s/ Christoph Westphal | |
Christoph Westphal | ||
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ Christoph Westphal | Chief Executive Officer, President and Chairman of the Board of Directors (Principal Executive Officer) | March 18, 2016 | ||
Christoph Westphal | ||||
/s/ John McCabe | Vice President, Finance (Principal Accounting and Financial Officer) | March 18, 2016 | ||
John McCabe | ||||
/s/ Peter Barton Hutt | Member of the Board of Directors | March 18, 2016 | ||
Peter Barton Hutt | ||||
/s/ Jeffrey Capello | Member of the Board of Directors | March 18, 2016 | ||
Jeffrey Capello | ||||
/s/ Marc Kozin | Member of the Board of Directors | March 18, 2016 | ||
Marc Kozin | ||||
/s/ Roderick MacKinnon | Member of the Board of Directors | March 18, 2016 | ||
Roderick MacKinnon | ||||
/s/ Robert Perez | Member of the Board of Directors | March 18, 2016 | ||
Robert Perez | ||||
/s/ Stuart Randle | Member of the Board of Directors | March 18, 2016 | ||
Stuart Randle | ||||
/s/ John Sculley | Member of the Board of Directors | March 18, 2016 | ||
John Sculley |
/s/ Michelle Stacy | Member of the Board of Directors | March 18, 2016 | ||
Michelle Stacy |
Exhibit Number | Description | |
4.1(1) | Amended and Restated Certificate of Incorporation of the Registrant. | |
4.2(2) | Amended and Restated Bylaws of the Registrant. | |
4.3(3) | Form of Common Stock Certificate of the Registrant. | |
5.1 | Opinion of Cooley LLP. | |
23.1 | Consent of Ernst & Young, an Independent Registered Public Accounting Firm. | |
23.2 | Consent of Cooley LLP. Reference is made to Exhibit 5.1. | |
24.1 | Power of Attorney. Reference is made to the signature page hereto. | |
99.2(4) | Flex Pharma, Inc. 2015 Equity Incentive Plan. | |
99.3(5) | Flex Pharma, Inc. 2015 Employee Stock Purchase Plan. |
(1) | Previously filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-k (File No. 001-36812), filed with the Commission on February 9, 2015, and incorporated herein by reference. |
(2) | Previously filed as Exhibit 3.2 to the Registrant's Current Report on Form 8-k (File No. 001-36812), filed with the Commission on February 9, 2015, and incorporated herein by reference. |
(3) | Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-201276), filed with the Commission on January 13, 2015, and incorporated herein by reference. |
(4) | Previously filed as Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-201276), filed with the Commission on January 13, 2015, and incorporated herein by reference. |
(5) | Previously filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-201276), filed with the Commission on January 13, 2015, and incorporated herein by reference. |