As filed with the Securities and Exchange Commission on February 13, 2019

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Catabasis Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

 

Amended and Restated 2015 Stock Incentive Plan
2015 Employee Stock Purchase Plan

(Full Title of the Plan)

 

Jill C. Milne, Ph.D.
President and Chief Executive Officer
One Kendall Square

Bldg. 1400E, Suite B14202

Cambridge, Massachusetts 02139

(Name and Address of Agent For Service)

 

(617) 349-1971

(Telephone Number, Including Area Code, of Agent For Service)

 

 

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	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

 

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.  x

 

 

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, $0.001 par value per share		886,470 shares		$4.40(2)		$3,900,468.00(2)		$473.00

(1)              In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)              Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Global Market on February 8, 2019.

 

 

 

Statement of Incorporation by Reference

 

This Registration Statement on Form S-8, relating to the Amended and Restated 2015 Stock Incentive Plan and 2015 Employee Stock Purchase Plan of Catabasis Pharmaceuticals, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-206394, filed with the Securities and Exchange Commission on August 14, 2015 by the Registrant, relating to the Registrant’s Amended and Restated 2008 Equity Incentive Plan, 2015 Stock Incentive Plan and 2015 Employee Stock Purchase Plan, the Registration Statement on Form S-8, File No. 333-210229, filed with the Securities and Exchange Commission on March 16, 2016 by the Registrant, relating to the Registrant’s 2015 Stock Incentive Plan and 2015 Employee Stock Purchase Plan, the Registration Statement on Form S-8, File No. 333-216793, filed with the Securities and Exchange Commission on March 17, 2017 by the Registrant, relating to the Registrant’s 2015 Stock Incentive Plan and 2015 Employee Stock Purchase Plan, and the Registration Statement on Form S-8, File No. 333-223721, filed with the Securities and Exchange Commission on March 16, 2018 by the Registrant, relating to the Registrant’s 2015 Stock Incentive Plan and 2015 Employee Stock Purchase Plan, except in each case for Item 8, Exhibits.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

EXHIBIT INDEX

 

Incorporated by Reference

Exhibit Number

Description of Exhibit

Form

File Number

Date of Filing

Exhibit Number

Filed Herewith

4.1

Restated Certificate of Incorporation of the Registrant

8-K

001-37467

July 1, 2015

3.1

4.2

Certificate of Amendment to Restated Certificate of Incorporation of the Registrant

8-K

001-37467

December 31, 2018

3.1

4.3

Amended and Restated By-Laws of the Registrant

8-K

001-37467

July 1, 2015

3.2

5.1

Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant

X

23.1

Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)

X

23.2

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

X

24.1

Power of attorney (included on the signature pages of this registration statement)

X

99.1

Amended and Restated 2015 Stock Incentive Plan

X

99.2

2015 Employee Stock Purchase Plan

S-1

333-204144

June 3, 2015

10.22

 

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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 city of Cambridge, Commonwealth of Massachusetts, on this 13th day of February, 2019.

 

	CATABASIS PHARMACEUTICALS, INC.
	By:	/s/ Jill C. Milne
		Jill C. Milne, Ph.D.
		President and Chief Executive Officer

 

POWER OF ATTORNEY AND SIGNATURES

 

We, the undersigned officers and directors of Catabasis Pharmaceuticals, Inc., hereby severally constitute and appoint Jill C. Milne, Ph.D. and Deirdre A. Cunnane, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Catabasis Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto. 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/ Jill C. Milne, Ph.D.		President and Chief Executive Officer and Director (Principal Executive Officer)		February 13, 2019
Jill C. Milne, Ph.D.
/s/ Deirdre A. Cunnane		Treasurer and Chief Legal Officer (Principal Financial Officer)		February 13, 2019
Deirdre A. Cunnane
/s/ Noah C. Clauser		Vice President of Finance (Principal Accounting Officer)		February 13, 2019
Noah C. Clauser
/s/ Kenneth Bate		Co-Chairman of the Board of Directors		February 13, 2019
Kenneth Bate
/s/ Michael Ross, Ph.D.		Co-Chairman of the Board of Directors		February 13, 2019
Michael Ross, Ph.D.
/s/ Burt Adelman, M.D.		Director		February 13, 2019
Burt Adelman, M.D.
		Director
Joanne T. Beck, Ph.D.
/s/ Jean George		Director		February 13, 2019
Jean George
/s/ Michael Kishbauch		Director		February 13, 2019
Michael Kishbauch
/s/ Gregg Lapointe		Director		February 13, 2019
Gregg Lapointe

 

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