As filed with the Securities and Exchange Commission on May 13, 2016 Registration No. 333- | ||||||||
UNITED STATES SECURITIES AND EXCHANGE COMMISSION | ||||||||
Washington, D.C. 20549 | ||||||||
___________________________________ | ||||||||
FORM S‑8 | ||||||||
REGISTRATION STATEMENT | ||||||||
Under The Securities Act of 1933 | ||||||||
___________________________________ | ||||||||
VITAL THERAPIES, INC. | ||||||||
(Exact name of Registrant as specified in its charter) | ||||||||
___________________________________ | ||||||||
Delaware | 56-2358443 | |||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | |||||||
15010 Avenue of Science, Suite 200 San Diego, California 92128 | ||||||||
(Address of principal executive offices)(Zip code) | ||||||||
___________________________________ | ||||||||
Vital Therapies, Inc. 2014 Equity Incentive Plan | ||||||||
(Full title of the plan) | ||||||||
___________________________________ | ||||||||
Terence E. Winters, Ph.D. Co-Chairman of the Board & Chief Executive Officer 15010 Avenue of Science, Suite 200 San Diego, California 92128 (858) 673-6840 | ||||||||
(Name, address and telephone number, including area code, of agent for service) | ||||||||
___________________________________ | ||||||||
Copies to: | ||||||||
Martin J. Waters Wilson Sonsini Goodrich & Rosati, Professional Corporation 12235 El Camino Real, Suite 200 San Diego, California 92130 (858) 350-2300 | ||||||||
___________________________________ | ||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. | ||||||||
Large accelerated filer | o | Accelerated filer | x | |||||
Non-accelerated filer | o | (Do not check if a smaller reporting company) | Smaller reporting company | o | ||||
___________________________________ | ||||||||
CALCULATION OF REGISTRATION FEE | ||||||||
Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Vital Therapies, Inc. 2014 Equity Incentive Plan | 932,174 (2) | $8.75 (3) | $8,156,523 | $822 |
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the Vital Therapies, Inc. 2014 Equity Incentive Plan (“2014 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock. |
(2) | Represents shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the 2014 Plan on April 16, 2016 pursuant to an “evergreen” provision contained in the 2014 Plan. Pursuant to such provision, effective on the date of the effectiveness of the registration statement on Form S-1 relating to the Registrant’s initial public offering (or April 16, 2014), and on each anniversary date thereafter, the number of shares available for issuance under the 2014 Plan is automatically increased in an amount equal to the least of: (i) 1,200,000 shares of the Registrant’s common stock; (ii) 3% of the outstanding shares of the Registrant’s common stock on the second-to-last day prior to each anniversary date; (iii) an amount as the Registrant’s board of directors may determine. |
(3) | Estimated in accordance with paragraphs (c) and (h) of Rule 457 solely for the purpose of calculating the total registration fee. Computation based on the average of the high and low prices of the Registrant’s common stock as reported on the NASDAQ Global Market on May 12, 2016. |
(1) | The Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2015 (File No. 001-36201), filed with the Commission on March 8, 2016; |
(2) | All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (1) above; and |
(3) | The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-36201) filed with the Commission on November 15, 2013, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description. |
Exhibit Number | Description |
4.1 (1) | Specimen Common Stock Certificate of the Registrant. |
4.2 (2) | Vital Therapies, Inc. 2014 Equity Incentive Plan and related form agreements. |
4.3 (3) | Global Stock Option Agreement under 2014 Equity Incentive Plan. |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
23.1 | Consent of Independent Registered Public Accounting Firm. |
23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto). |
24.1 | Power of Attorney (contained on signature page hereto). |
(1) | Incorporated by reference to Exhibit 4.1 filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-191711), filed with the Commission on November 6, 2013. |
(2) | Incorporated by reference to Exhibit 10.11 filed with Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-191711), filed with the Commission on March 11, 2014. |
(3) | Incorporated by reference to Exhibit 10.13 filed with the Registrant’s Annual Report on Form 10-K (File No. 001-36201), filed with the Commission on March 20, 2015. |
VITAL THERAPIES, INC. | ||
By: | /s/ Terence E. Winters, Ph.D. | |
Terence E. Winters, Ph.D. | ||
Co-Chairman and Chief Executive Officer | ||
Signature | Title | Date |
/s/ Terence E. Winters, Ph.D. | Co-Chairman and Chief Executive Officer | May 13, 2016 |
Terence E. Winters, Ph.D. | (Principal Executive Officer) | |
/s/ Michael V. Swanson | Chief Financial Officer (Principal Financial | May 13, 2016 |
Michael V. Swanson | Officer and Principal Accounting Officer) | |
/s/ Muneer A. Satter | Co-Chairman and Lead Director | May 13, 2016 |
Muneer A. Satter | ||
/s/ Jean-Jacques Bienaimé | Director | May 13, 2016 |
Jean-Jacques Bienaimé | ||
/s/ Cheryl L. Cohen | Director | May 13, 2016 |
Cheryl L. Cohen | ||
/s/ Philip M. Croxford | Director | May 13, 2016 |
Philip M. Croxford | ||
/s/ Douglas E. Godshall | Director | May 13, 2016 |
Douglas E. Godshall | ||
/s/ Errol R. Halperin | Director | May 13, 2016 |
Errol R. Halperin | ||
/s/ J. Michael Millis, M.D. | Director | May 13, 2016 |
J. Michael Millis, M.D. | ||
/s/ Lowell E. Sears | Director | May 13, 2016 |
Lowell E. Sears | ||
/s/ Randolph C. Steer, M.D., Ph.D. | Director | May 13, 2016 |
Randolph C. Steer, M.D., Ph.D. |
Exhibit Number | Description |
4.1 (1) | Specimen Common Stock Certificate of the Registrant. |
4.2 (2) | Vital Therapies, Inc. 2014 Equity Incentive Plan and related form agreements. |
4.3 (3) | Global Stock Option Agreement under 2014 Equity Incentive Plan. |
5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. |
23.1 | Consent of Independent Registered Public Accounting Firm. |
23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto). |
24.1 | Power of Attorney (contained on signature page hereto). |
(1) | Incorporated by reference to Exhibit 4.1 filed with Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-191711), filed with the Commission on November 6, 2013. |
(2) | Incorporated by reference to Exhibit 10.11 filed with Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-191711), filed with the Commission on March 11, 2014. |
(3) | Incorporated by reference to Exhibit 10.13 filed with the Registrant’s Annual Report on Form 10-K (File No. 001-36201), filed with the Commission on March 20, 2015. |