As filed with the Securities and Exchange Commission on June 5, 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
Gemphire Therapeutics Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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47-2389984 |
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(State or other jurisdiction of |
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(I.R.S. Employer Identification Number.) |
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17199 N. Laurel Park Drive, Suite 401, Livonia, MI |
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48152 |
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(Address of principal executive offices) |
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(Zip code) |
Gemphire Therapeutics Inc. Amended and Restated 2015 Equity Incentive Plan, as amended
Gemphire Therapeutics Inc. Inducement Plan, as amended
(Full title of the plan)
Dr. Steven Gullans
President and Chief Executive Officer
Gemphire Therapeutics Inc.
17199 N. Laurel Park Drive, Suite 401
Livonia, Michigan 48152
(734) 245-1700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Phillip D. Torrence, Esq.
Gabrielle L. Sims, Esq.
Honigman Miller Schwartz and Cohn LLP
350 East Michigan Avenue, Suite 300
Kalamazoo, Michigan 49007-3800
(269) 337-7700
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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Large accelerated filer ☐ |
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Accelerated filer ☐ |
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Non-accelerated filer ☐ (Do not check if a smaller reporting company) |
Smaller reporting company ☒ |
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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
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Title of securities to be registered |
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Amount to be |
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Proposed maximum |
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Proposed maximum |
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Amount of |
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Common Stock, par value $0.001 per share |
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— Amended and Restated 2015 Equity Incentive Plan, as amended |
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150,000(2) |
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$ |
5.56(3) |
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$ |
834,000(3) |
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$ |
103.84 |
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— Amended and Restated 2015 Equity Incentive Plan, as amended |
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150,000(4) |
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$ |
6.08(5) |
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$ |
912,000(5) |
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$ |
113.55 |
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— Inducement Plan, as amended |
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50,000(2) |
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$ |
6.02(6) |
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$ |
301,000(6) |
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$ |
37.48 |
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— Inducement Plan, as amended |
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100,000(4) |
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$ |
6.08(5) |
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$ |
608,000(5) |
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$ |
75.70 |
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Total |
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450,000 |
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$ |
2,655,000 |
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$ |
330.57 |
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(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 plans by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
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(2) |
Represents shares of Common Stock subject to outstanding options granted under the Amended and Restated 2015 Equity Incentive Plan, as amended, or the Inducement Plan, as amended, as the case may be. |
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(3) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Act. The offering price per share and aggregate offering price are based on the exercise price for the outstanding options granted under the Amended and Restated 2015 Equity Incentive Plan, as amended, as of the date of this Registration Statement. |
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(4) |
Represents shares of Common Stock reserved for future issuance under the Amended and Restated 2015 Equity Incentive Plan, as amended, or the Inducement Plan, as amended, as the case may be. |
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(5) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Act. The offering price per share and aggregate offering price are 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 31, 2018. |
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(6) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) under the Act. The offering price per share and aggregate offering price are based on the exercise price for the outstanding options granted under the Inducement Plan, as amended, as of the date of this Registration Statement. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Gemphire Therapeutics Inc., a Delaware corporation (the “Registrant”), for the purpose of registering an additional 300,000 shares of Common Stock issuable pursuant to the Registrant’s Amended and Restated 2015 Equity Incentive Plan, as amended, and an additional 150,000 shares of Common Stock issuable pursuant to the Registrant’s Inducement Plan, as amended. These additional shares of Common Stock have become available for such issuance as a result of the approval by the Registrant’s board of directors and stockholders of an amendment to the Amended and Restated 2015 Equity Incentive Plan and the approval by the Registrant’s board of directors of an amendment to the Inducement Plan.
Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the Amended and Restated 2015 Equity Incentive Plan and the Inducement Plan are effective, and the Registrant’s Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on August 9, 2016 (File No. 333-213014) and on January 24, 2018 (file No. 333-222675) registering shares of Common Stock issuable under the Amended and Restated 2015 Equity Incentive Plan and the Registrant’s Registration Statement on Form S-8 previously filed with the Commission on October 3, 2016 (File No. 333-213946) registering shares of Common Stock issuable under the Inducement Plan are incorporated by reference in this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed with the Commission by the Registrant are hereby incorporated by reference in this Registration Statement:
(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the Commission on March 20, 2018 (including information specifically incorporated by reference therein from the Registrant’s Proxy Statement filed with the Commission on April 17, 2018, as supplemented by the Registrant’s Proxy Statement Supplement filed with the Commission on May 3, 2018);
(b) the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the Commission on May 8, 2018;
(c) the Registrant’s Current Reports on Form 8-K filed with the Commission on February 12, 2018, April 12, 2018, May 3, 2018 and May 24, 2018; and
(d) the description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-37809) filed with the Commission on June 20, 2016 under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating such description.
In addition, all documents the Registrant subsequently files pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities covered hereby then remaining unsold are incorporated by reference in this Registration Statement and are a part hereof from the date of filing of such documents. Notwithstanding anything herein, the Registrant is not incorporating by reference any information furnished under Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless, and to the extent, specified in any such Current Report on Form 8-K.
Any statement herein or contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any subsequently filed document, which also is or is deemed to be incorporated by
reference herein, modifies or supersedes such prior statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Registration Statement.
Item 8. Exhibits.
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Exhibit No. |
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Description |
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4.1 |
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4.2 |
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4.3 |
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5.1* |
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23.1* |
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23.2* |
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24.1* |
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99.1 |
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99.2 |
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99.3 |
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99.4 |
* Filed herewith
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 Livonia, State of Michigan, on June 5, 2018.
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GEMPHIRE THERAPEUTICS INC. |
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By: |
/s/ STEVEN GULLANS |
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Steven Gullans, Ph.D. |
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President and Chief Executive Officer |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven Gullans and Jeffrey S. Mathiesen, and each of them as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him in any and all capacities, to sign the Registration Statement on Form S-8 of Gemphire Therapeutics Inc., and any or all amendments (including post-effective amendments thereto), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
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SIGNATURE |
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TITLE |
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DATE |
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/s/ Steven Gullans |
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President and Chief Executive Officer |
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June 5, 2018 |
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Steven Gullans |
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(Principal Executive Officer) |
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/s/ Jeffrey S. Mathiesen |
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Chief Financial Officer and Secretary |
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June 5, 2018 |
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Jeffrey S. Mathiesen |
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(Principal Financial and |
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Accounting Officer) |
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/s/ Charles L. Bisgaier, Ph.D. |
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Chief Scientific Officer and Chairman of the |
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June 5, 2018 |
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Charles L. Bisgaier, Ph.D. |
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Board of Directors |
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/s/ P. Kent Hawryluk |
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Member of the Board of Directors |
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June 5, 2018 |
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P. Kent Hawryluk |
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/s/ Kenneth Kousky |
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Member of the Board of Directors |
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June 5, 2018 |
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Kenneth Kousky |
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/s/ Pedro Lichtinger |
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Member of the Board of Directors |
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June 5, 2018 |
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Pedro Lichtinger |
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/s/ Andrew Sassine |
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Member of the Board of Directors |
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June 5, 2018 |
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Andrew Sassine |
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Exhibit 5.1 |
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(269) 337-7700 Fax: (269) 337-7701 www.honigman.com |
June 5, 2018
Gemphire Therapeutics Inc.
17199 N. Laurel Park Drive, Suite 401
Livonia, Michigan 48152
RE: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Gemphire Therapeutics Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) for the registration under the Securities Act of 1933, as amended (the “Securities Act”), of (a) 300,000 shares (the “2015 Plan Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), reserved for issuance under the Company’s Amended and Restated 2015 Equity Incentive Plan, as amended (the “2015 Plan”) and (b) 150,000 shares (the “Inducement Shares” and, together with the 2015 Plan Shares, the “Shares”) of the Common Stock reserved for issuance under the Company’s Inducement Plan, as amended (the “Inducement Plan” and, together with the 2015 Plan, the “Plans”).
Based upon our examination of such documents and other matters as we deem relevant, we are of the opinion that (i) the Shares to be offered by the Company under the respective Plans pursuant to the Registration Statement are duly authorized, and (ii) when issued and sold by the Company in accordance with the respective Plans and the awards thereunder, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
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Very truly yours, |
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/s/ HONIGMAN MILLER SCHWARTZ AND COHN LLP |
650 Trade Centre Way ∙ Suite 200 ∙ Kalamazoo, Michigan 49002
Detroit ∙ Ann Arbor ∙ Bloomfield Hills ∙ Chicago ∙ Grand Rapids ∙ Kalamazoo ∙ Lansing
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Amended and Restated 2015 Equity Incentive Plan, as amended, and Inducement Plan, as amended, of Gemphire Therapeutics Inc. of our report dated March 20, 2018 with respect to the financial statements and schedule of Gemphire Therapeutics Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2017, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Detroit, Michigan
June 5, 2018