As filed with the Securities and Exchange Commission on May 9, 2018

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Aileron Therapeutics, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   13-4196017

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

281 Albany Street

Cambridge, MA

  02139
(Address of Principal Executive Offices)   (Zip Code)

2017 Stock Incentive Plan

(Full Title of the Plan)

Joseph A. Yanchik III

President and Chief Executive Officer

Aileron Therapeutics, Inc.

281 Albany Street

Cambridge, MA 02139

(Name and Address of Agent For Service)

(617) 995-0900

(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   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒  (Do not check if a smaller reporting company)    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 complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☒

 

 

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

  588,953 shares(2)    $5.25(3)   $3,092,003.25(3)    $384.95

 

 

(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) Consists of 588,953 additional shares issuable under the 2017 Stock Incentive Plan.
(3) 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 May 7, 2018.

 

 

 

STATEMENT OF INCORPORATION BY REFERENCE

This registration statement on Form S-8 is being filed for the purpose of registering the offer and sale of an additional 588,953 shares of common stock, $0.001 par value per share, of Aileron Therapeutics, Inc. (the “Registrant”) to be issued under the Registrant’s 2017 Stock Incentive Plan. In accordance with General Instruction E to Form S-8, this registration statement on Form S-8 registers 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 Registrant’s registration statement on Form S-8 (File No. 333-219158), filed with the Securities and Exchange Commission on July 5, 2017 by the Registrant, relating to the Registrant’s 2006 Stock Incentive Plan, 2016 Stock Incentive Plan, 2017 Stock Incentive Plan and 2017 Employee Stock Purchase Plan.

 

Item 8. Exhibits

 

Exhibit
Number 		  

Description

  4.1    Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38130) filed with the Securities and Exchange Commission on July 5, 2017)
  4.2    Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38130) filed with the Securities and Exchange Commission on July 5, 2017)
  5.1    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1    Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm
23.2    Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
24.1    Power of Attorney (included on the signature page)
99.1    2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No. 333-218474) filed with the Securities and Exchange Commission on June 19, 2017)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 9th day of May, 2018.

 

AILERON THERAPEUTICS, INC.
By:  

/s/ Joseph A. Yanchik III

  Joseph A. Yanchik III
  President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Aileron Therapeutics, Inc., hereby severally constitute and appoint Joseph A. Yanchik III and Donald V. Dougherty 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 Aileron Therapeutics, 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, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature    Title   Date

/s/ Joseph A. Yanchik III

Joseph A. Yanchik III

  

President, Chief Executive Officer and Director

(principal executive officer)

  May 9, 2018

/s/ Donald V. Dougherty

Donald V. Dougherty

  

Senior Vice President, Chief Financial Officer

(principal financial officer and principal accounting officer)

  May 9, 2018

/s/ Jeffrey A. Bailey

Jeffrey A. Bailey

   Chairman of the Board of Directors   May 9, 2018

/s/ Reinhard J. Ambros, Ph.D.

Reinhard J. Ambros, Ph.D.

   Director   May 9, 2018

/s/ Scott B. Kapnick

Scott B. Kapnick

   Director   May 9, 2018

/s/ John H. McArthur, Ph.D.

John H. McArthur, Ph.D.

   Director   May 9, 2018

/s/ Jodie P. Morrison

Jodie P. Morrison

   Director   May 9, 2018

/s/ Armen B. Shanafelt, Ph.D.

Armen B. Shanafelt, Ph.D.

   Director   May 9, 2018

/s/ Caleb Winder

Caleb Winder

   Director   May 9, 2018
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