As filed with the Securities and Exchange Commission on July 16, 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
Gemphire Therapeutics Inc.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
47-2389984 |
|
(State or other jurisdiction of |
|
(I.R.S. Employer Identification Number.) |
|
|
|
|
|
17199 N. Laurel Park Drive, Suite 401, Livonia, MI |
|
48152 |
|
(Address of principal executive offices) |
|
(Zip code) |
Gemphire Therapeutics Inc. Amended and Restated 2015 Equity Incentive 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 LLP
650 Trade Centre Way, Suite 200
Kalamazoo, Michigan 49002-0402
(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.
|
Large accelerated filer ☐ |
|
Accelerated filer ☒ |
|
Non-accelerated filer ☐ |
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 |
|
|
Proposed maximum |
|
|
Proposed maximum |
|
|
Amount of |
|
Common Stock, par value $0.001 per share |
|
501,001(2) |
|
$ |
0.73(3) |
|
$ |
365,730.73(3) |
|
$ |
44.33 |
|
|
(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 plan by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
|
|
|
|
|
|
(2) |
Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Gemphire Therapeutics Inc. Amended and Restated 2015 Equity Incentive Plan (as amended, the “A&R 2015 Plan”) on January 1, 2019 pursuant to an “evergreen” provision contained in the A&R 2015 Plan (pursuant to which, on January 1 of each calendar year, from January 1, 2017 through January 1, 2026, the number of shares authorized for issuance under the A&R 2015 Plan is automatically increased to the number of shares equal to: (a) 20% of the fully-diluted shares of Common Stock outstanding as of December 31 of the preceding calendar year or (b) such lesser number of shares of Common Stock as is determined by the Registrant’s board of directors (the “Board”) for the applicable year). |
|
|
|
|
|
|
(3) |
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 Capital Market on July 11, 2019.
|
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 501,001 shares of Common Stock issuable pursuant to the Registrant’s Amended and Restated 2015 Equity Incentive Plan, as amended.
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 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), January 24, 2018 (file No. 333-222675) and June 5, 2018 (File No. 333-225435) registering shares of Common Stock issuable under the Amended and Restated 2015 Equity Incentive 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, 2018, filed with the Commission on March 18, 2019;
(b) the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the Commission on May 9, 2019;
(c) the Registrant’s Current Reports on Form 8-K filed with the Commission on January 31, 2019, March 5, 2019, March 22, 2019, May 13, 2019 and June 26, 2019; 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.
|
Exhibit No. |
|
Description |
|
4.1 |
|
|
|
|
|
|
|
4.2 |
|
|
|
|
|
|
|
4.3 |
|
|
|
|
|
|
|
5.1* |
|
|
|
|
|
|
|
23.1* |
|
|
|
|
|
|
|
23.2* |
|
|
|
|
|
|
|
24.1* |
|
|
|
|
|
|
|
99.1 |
|
|
|
|
|
|
|
99.2 |
|
|
|
|
|
|
* 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 July 16, 2019.
|
|
GEMPHIRE THERAPEUTICS INC. |
|
|
|
|
|
|
|
By: |
/s/ STEVEN GULLANS |
|
|
Steven Gullans, Ph.D. |
|
|
|
President and Chief Executive Officer |
|
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Steven Gullans and Charles L. Bisgaier, 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.
|
SIGNATURE |
|
TITLE |
|
DATE |
|
|
|
|
|
|
|
/s/ Steven Gullans |
|
President and Chief Executive Officer |
|
July 16, 2019 |
|
Steven Gullans, Ph.D. |
|
(Principal Executive and Financial Officer) |
|
|
|
|
|
|
|
|
|
/s/ Charles L. Bisgaier |
|
Chief Scientific Officer and Chairman of the |
|
July 16, 2019 |
|
Charles L. Bisgaier, Ph.D. |
|
Board of Directors |
|
|
|
|
|
|
|
|
|
/s/ Kenneth Kousky |
|
Member of the Board of Directors |
|
July 16, 2019 |
|
Kenneth Kousky |
|
|
|
|
|
|
|
|
|
|
|
/s/ Pedro Lichtinger |
|
Member of the Board of Directors |
|
July 16, 2019 |
|
Pedro Lichtinger |
|
|
|
|
|
|
|
|
|
|
|
/s/ Andrew Sassine |
|
Member of the Board of Directors |
|
July 16, 2019 |
|
Andrew Sassine |
|
|
|
|
|
Exhibit 5.1 |
|
July 16, 2019
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 501,001 shares (the “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 “Plan”).
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 Plan pursuant to the Registration Statement are duly authorized, and (ii) when issued and sold by the Company in accordance with the Plan 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.
|
|
Very truly yours, |
|
|
|
|
|
|
|
|
/s/ HONIGMAN 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, of Gemphire Therapeutics Inc. of our report dated March 15, 2019 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, 2018, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Detroit, Michigan
July 16, 2019