Delaware | 46-5087339 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
31 St. James Avenue, 6th Floor Boston, MA | 02116 | |
(Address of Principal Executive Offices) | (Zip Code) |
Lester Fagen Marc Recht Jaime Chase Cooley LLP 500 Boylston Street, 14th Floor Boston, Massachusetts 02116 (617) 937-2300 | John McCabe Chief Financial Officer Flex Pharma, Inc. 31 St. James Avenue, 6th Floor Boston, Massachusetts 02116 (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 | x |
Emerging growth company | x |
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 | 722,779 shares(3) | $0.35 | $252,972.65 | $30.66 | |||||
2015 Employee Stock Purchase Plan Common Stock, $0.0001 par value per share | 180,694 shares(4) | $0.35 | $63,242.90 | $7.67 | |||||
(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, par value $0.0001 per share (“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 5, 2019, 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 Flex Pharma, Inc. 2015 Equity Incentive Plan (the “2015 EIP”) on January 1, 2019 pursuant to an “evergreen” provision contained in the 2015 EIP. Pursuant to the evergreen provision, on January 1, 2019 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, 2018. |
(4) | Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Flex Pharma, Inc. 2015 Employee Stock Purchase Plan (the “2015 ESPP”) on January 1, 2019 pursuant to an “evergreen” provision contained in the 2015 ESPP. Pursuant to such provision, on January 1, 2019 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). |
Exhibit Number | Description | |
4.1(1) | ||
4.2(2) | ||
4.3(3) | ||
5.1 | ||
23.1 | ||
23.2 | ||
24.1 | ||
99.2(4) | ||
99.3(5) | ||
99.4(6) |
(1) | Previously filed as Exhibit 3.5 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. |
(2) | Previously filed as Exhibit 3.7 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. |
(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. |
(6) | Previously filed as Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K (File No. 001-36812), filed with the Commission on March 24, 2015, and incorporated herein by reference. |
FLEX PHARMA, INC. | ||
By: | /s/ William McVicar | |
William McVicar, Ph.D. | ||
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ William McVicar | President, Chief Executive Officer, Member of the Board of Directors (Principal Executive Officer) | March 6, 2019 | ||
William McVicar, Ph.D. | ||||
/s/ John McCabe | Chief Financial Officer (Principal Financial and Accounting Officer) | March 6, 2019 | ||
John McCabe | ||||
/s/ Peter Barton Hutt | Member of the Board of Directors | March 6, 2019 | ||
Peter Barton Hutt | ||||
/s/ Marc Kozin | Member of the Board of Directors | March 6, 2019 | ||
Marc Kozin | ||||
/s/ Roger Tung | Member of the Board of Directors | March 6, 2019 | ||
Roger Tung | ||||
/s/ Stuart Randle | Member of the Board of Directors | March 6, 2019 | ||
Stuart Randle |
/s/ Michelle Stacy | Member of the Board of Directors | March 6, 2019 | ||
Michelle Stacy |