As filed with the Securities and Exchange Commission on January 29, 2020
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 
BELLICUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
20-1450200
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
2130 W. Holcombe Blvd., Ste. 800
Houston, Texas
 
77030
(Address of Principal Executive Offices)

 
(Zip Code)

 

2019 Equity Incentive Plan
(Full title of the plan)
 
 
Richard A. Fair
President and Chief Executive Officer
Bellicum Pharmaceuticals, Inc.
2130 W. Holcombe Blvd., Ste. 800
Houston, Texas 77030
(832) 384-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
 
Copies to:

Karen E. Deschaine, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
Tel: (858) 550-6000
Atabak Mokari
Chief Financial Officer
Bellicum Pharmaceuticals, Inc.
2130 W. Holcombe Blvd., Ste. 800
Houston, Texas 77030
(832) 384-1100
 
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
 
x
 
 
 
 
 
 
Non-accelerated filer
 
¨
 
 
Smaller reporting company
 
x
 
 


 
 

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 (3)
 
Proposed
maximum
aggregate
offering price (3)
 
Amount of
registration fee
2019 Equity Incentive Plan
 Common Stock, $0.01 par value per share
 
6,000,000 shares (2)
 
$1.49
 
$8,940,000
 
$1,160.41
 
 
 
(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 Bellicum Pharmaceuticals, Inc. 2019 Equity Incentive Plan, as amended (the “2019 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(2)
Represents an increase in the number of shares of Common Stock reserved for issuance under the 2019 Plan pursuant to an amendment to the 2019 Plan approved by the Registrant’s stockholders at the Registrant’s Special Meeting of Stockholders held on January 15, 2020.
(3)
This estimate is made pursuant to Rule 457(h) and Rule 457(c) of the Securities Act solely for purposes of calculating the registration fee. The maximum offering price per share and the maximum aggregate offering price are calculated on the basis of the average of the high and low sales prices of the Registrant’s Common Stock on January 28, 2020, as reported on the Nasdaq Global Market.



EXPLANATORY NOTE
 
The Registration Statement is being filed for the purpose of registering additional securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the 2019 Plan are effective.

INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8

The Registrant previously registered shares of its Common Stock for issuance under the 2019 Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on June 24, 2019 (File No. 333-232304) and July 23, 2019 (File No. 333-232774). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.



ITEM 8.
EXHIBITS.
 
  
 
 
Exhibit
Number
 
Description 
4.1(1)
 
4.2(2)
 
4.3(3)
 
4.4(4)
 
4.5(5)
 
4.6(6)
 
4.7(7)
 
4.8(8)
 
4.9(9)
 
5.1*
 
23.1*
 
23.2*
 
24.1*
 
Power of Attorney. Reference is made to the signature page hereto.
99.1*
 

(1)
Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 23, 2014, and incorporated herein by reference.
(2)
Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 19, 2019, and incorporated herein by reference.
(3)
Previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 23, 2014, and incorporated herein by reference.
(4)
Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-200328), originally filed with the Commission on November 18, 2014, as amended, and incorporated herein by reference.
(5)
Previously filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-200328), originally filed with the Commission on November 18, 2014, as amended, and incorporated herein by reference.
(6)
Previously filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3(File No. 333-209012), originally filed with the Commission on January 15, 2016, and incorporated herein by reference.
(7)
Previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 19, 2019, and incorporated herein by reference.
(8)
Previously filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 19, 2019, and incorporated herein by reference.
(9)
Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on August 19, 2019, and incorporated herein by reference.
*
Filed herewith.




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 Houston, State of Texas, on January 29, 2020.
 
 
 
 
Bellicum Pharmaceuticals, Inc.
 
 
By:
 
/s/ Richard A. Fair
 
 
Richard A. Fair
 
 
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Fair, as his true and lawful attorney-in-fact and agent, with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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/ Richard A. Fair
President, Chief Executive Officer and Director
January 29, 2020
Richard A. Fair
(Principal Executive Officer)
 
/s/ Atabak Mokari
Chief Financial Officer
January 29, 2020
Atabak Mokari
(Principal Financial Officer)
 
/s/ David E. Strauss
Corporate Controller
January 29, 2020
David E. Strauss
(Principal Accounting Officer)
 
/s/ James Brown
Director (Chairman)
January 29, 2020
James Brown
 
 
/s/ James M. Daly
Director
January 29, 2020
James M. Daly
 
 
 
Director
January 29, 2020
Stephen R. Davis
 
 
/s/ Reid M. Huber, Ph.D.
Director
January 29, 2020
Reid M. Huber, Ph.D.
 
 
/s/ Judith V. Klimovsky, M.D.
Director
January 29, 2020
Judith V. Klimovsky, M.D.
 
 
/s/ Jon P. Stonehouse
Director
January 29, 2020
Jon P. Stonehouse
 
 
 

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