As filed with the Securities and Exchange Commission on March 31, 2022.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Finch Therapeutics Group, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 82-3433558 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
200 Inner Belt Road, Suite 400
Somerville, Massachusetts 02143
(617) 229-6499
(Address of principal executive offices) (Zip code)
Finch Therapeutics Group, Inc. 2021 Equity Incentive Plan
Finch Therapeutics Group, Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Mark Smith, Ph.D.
Chief Executive Officer
Finch Therapeutics Group, Inc.
200 Inner Belt Road, Suite 400
Somerville, Massachusetts 02143
(617) 229-6499
(Name, address and telephone number, including area code, of agent for service)
Copies to:
| Divakar Gupta Courtney T. Thorne Cooley LLP 500 Boylston Street Boston, Massachusetts 02116 (617) 937-2300 |
Joseph D. Vittiglio General Counsel and Corporate Secretary Finch Therapeutics Group, Inc. 200 Inner Belt Road, Suite 400 Somerville, Massachusetts 02143 (617) 229-6499 |
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 | ☒ | 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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Finch Therapeutics Group, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 2,375,609 additional shares of its common stock under the 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares common stock reserved and available for issuance under the 2021 Plan on January 1, 2022, and (ii) 475,121 additional shares of its common stock under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 ESPP on January 1, 2022. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
PART II
| ITEM 3. | INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE |
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
(a) The contents of the Registrant’s Registration Statement on Form S-8 (File No. 333-254773), filed with the Commission on March 26, 2021.
(b) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 31, 2022.
(c) The Registrant’s Current Report on Form 8-K, filed with the Commission on March 1, 2022.
(d) The description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on March 16, 2021 (File No. 001-40227) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
(e) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement 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 that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| ITEM 8. | EXHIBITS |
| Incorporated by Reference | ||||||||||||||||||
| Exhibit Number |
Description |
Schedule Form |
File Number | Exhibit | Filing Date | |||||||||||||
| 4.1 | Amended and Restated Certificate of Incorporation of Finch Therapeutics Group, Inc. | 8-K | 001-40227 | 3.1 | March 23, 2021 | |||||||||||||
| 4.2 | Amended and Restated Bylaws of Finch Therapeutics Group, Inc. | 8-K | 001-40227 | 3.2 | March 23, 2021 | |||||||||||||
| 4.3 | Form of Common Stock Certificate. | S-1/A | 333-253622 | 4.2 | March 15, 2021 | |||||||||||||
| 5.1* | Opinion of Cooley LLP. | |||||||||||||||||
| 23.1* | Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. | |||||||||||||||||
| 23.2* | Consent of Cooley LLP (included in Exhibit 5.1). | |||||||||||||||||
| 24.1* | Power of Attorney (included on the signature page of this Form S-8). | |||||||||||||||||
| 99.1 | 2021 Equity Incentive Plan and forms of agreements thereunder. | S-8 | 333-254773 | 4.5 | March 26, 2021 | |||||||||||||
| 99.2 | 2021 Employee Stock Purchase Plan. | S-8 | 333-254773 | 4.6 | March 26, 2021 | |||||||||||||
| 107* | Filing fee table. | |||||||||||||||||
| * | 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 Somerville, Massachusetts, on this 31st day of March, 2022.
| FINCH THERAPEUTICS GROUP, INC. | ||
| By: | /s/ Mark Smith | |
| Name: | Mark Smith, Ph.D. | |
| Title: | Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Smith and Gregory Perry, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her 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 sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all 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 connection therewith, 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 any of them, or his, her or their 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 has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Mark Smith Mark Smith, Ph.D. |
Chief Executive Officer and Director (Principal Executive Officer) |
March 31, 2022 | ||
| /s/ Gregory D. Perry Gregory D. Perry |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 31, 2022 | ||
| /s/ Chris Shumway Chris Shumway |
Chair of the Board of Directors | March 31, 2022 | ||
| /s/ Domenic Ferrante Domenic Ferrante |
Director | March 31, 2022 | ||
| /s/ Susan Graf Susan Graf |
Director | March 31, 2022 | ||
| /s/ Nicholas Haft Nicholas Haft |
Director | March 31, 2022 | ||
| /s/ Samuel A. Hamood Samuel A. Hamood |
Director | March 31, 2022 | ||
| /s/ Christian Lange Christian Lange |
Director | March 31, 2022 | ||
| /s/ Jeffrey Smisek Jeffrey Smisek |
Director | March 31, 2022 | ||
| /s/ Jo Viney Jo Viney, Ph.D. |
Director | March 31, 2022 | ||
Exhibit 5.1
Courtney T. Thorne
+1 617 937 2318
cthorne@cooley.com
March 31, 2022
Finch Therapeutics Group, Inc.
200 Inner Belt Road, Suite 400
Somerville, Massachusetts 02143
Re: Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Finch Therapeutics Group, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the U.S. Securities and Exchange Commission, covering the offering of up to 2,850,730 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) consisting of (a) 2,375,609 shares of Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 EIP”) and (b) 475,121 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2021 EIP, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, each as currently in effect, (c) the Plans and (d) originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where due execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
Cooley LLP 500 Boylston Street Boston, MA 02116-3736
t: (617) 937-2300 f: (617) 937-2400 cooley.com
Finch Therapeutics Group, Inc.
March 31, 2022
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
| COOLEY LLP | ||
| By: | /s/ Courtney T. Thorne | |
| Courtney T. Thorne | ||
Cooley LLP 500 Boylston Street Boston, MA 02116-3736
t: (617) 937-2300 f: (617) 937-2400 cooley.com
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 31, 2022, relating to the consolidated financial statements of Finch Therapeutics Group, Inc. and its subsidiaries, appearing in the Annual Report on Form 10-K of Finch Therapeutics Group, Inc. for the year ended December 31, 2021.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
March 31, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
Finch Therapeutics Group, Inc.
| Table 1 – Newly Registered Securities | ||||||||||||||||
| Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee | |||||||||
| Fees to be Paid | Equity | Common Stock, par value $0.001 per share, 2021 Equity Incentive Plan | Other(2) | 2,375,609(4) | $5.12 | $12,163,118.08 | .0000927 | $1,127.53 | ||||||||
| Equity | Common Stock, par value $0.001 per share, 2021 Employee Stock Purchase Plan | Other(3) | 475,121(5) | $4.352 | $2,067,726.59 | .0000927 | $191.68 | |||||||||
| Fees Previously Paid | — | — | — | — | — | — | — | — | ||||||||
| Total Offering Amounts | — | $14,230,844.67 | — | $1,319.21 | ||||||||||||
| Total Fees Previously Paid | — | — | — | — | ||||||||||||
| Total Fee Offsets | — | — | — | — | ||||||||||||
| Net Fee Due | — | — | — | $1,319.21 | ||||||||||||
| (1) | Pursuant to Rule 416(a) promulgated 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 that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of the Registrant’s common stock. |
| (2) | Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on March 30, 2022. |
| (3) | Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the New York Stock Exchange on March 30, 2022, multiplied by 85.0%, which is the percentage of the price per share applicable to purchases under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”). |
| (4) | Represents an automatic annual increase equal to 5.0% of the total number of shares of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increase is provided by the Registrant’s 2021 Equity Incentive Plan (the “2021 Plan”). |
| (5) | Represents an automatic increase equal to 1.0% of the total number of shares of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increase is provided by the 2021 ESPP. |