As filed with the Securities and Exchange Commission on March 25, 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
Novus Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 20-1000967 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
19900 MacArthur Blvd., Suite 550 Irvine, California |
92612 | |
(Address of Principal Executive Offices) | (Zip Code) |
Novus Therapeutics, Inc. 2007 Stock Incentive Plan*
Novus Therapeutics, Inc. 2014 Stock Incentive Plan*
Novus Therapeutics, Inc. 2014 Employee Stock Purchase Plan*
(Full title of the plan)
*See Explanatory Note on Following Page
Gregory J. Flesher
Chief Executive Officer
Novus Therapeutics, Inc.
19900 MacArthur Blvd., Suite 550
Irvine, California 92612
(949) 238-8090
(Name, address, and telephone number, including area code, of agent for service)
Copy to:
Ryan A. Murr
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite 3000
San Francisco, California 94105
Telephone: (415) 393-8373
Facsimile: (415) 374-8430
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 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 |
44 (2) | $0.32 (5) | $14.08 (5) | $0.01 | ||||
Common Stock, $0.001 par value per share |
518,693 (3) | $0.32 (5) | $165,981.76 (5) | $21.55 | ||||
Common Stock, $0.001 par value per share |
129,673 (4) | $0.28 (6) | $36,308.44 (6) | $4,72 | ||||
Total |
648,410 | $26.28 | ||||||
| ||||||||
|
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act), 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) | Represents shares of common stock, par value $0.001 per share (the Common Stock) authorized for issuance under the Novus Therapeutics, Inc. 2007 Stock Incentive Plan (the 2007 Plan). |
(3) | Represents shares of Common Stock authorized for issuance under the Novus Therapeutics, Inc. 2014 Stock Incentive Plan (the 2014 Plan). |
(4) | Represents shares of Common Stock authorized for issuance under the Novus Therapeutics, Inc. 2014 Employee Stock Purchase Plan (the 2014 ESPP). |
(5) | This estimate is made pursuant to Rule 457(h) and Rule 457(c) under the Securities Act solely for the purpose of determining the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Registrants Common Stock, as reported on the Nasdaq Capital Market on March 23, 2020. |
(6) | This estimate is made pursuant to Rule 457(h) and Rule 457(c) under the Securities Act solely for the purpose of determining the registration fee. The price per share and aggregate offering price are based upon 85% of the average of the high and low prices of the Registrants Common Stock, as reported on the Nasdaq Capital Market on March 23, 2020. Pursuant to the 2014 ESPP, the purchase price of a share of Common Stock will be 85% of the lesser of the closing price of the Common Stock on (i) the first business day of the applicable plan period or (ii) the exercise date. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Novus Therapeutics, Inc. (the Registrant or the Company to register a total of 648,410 additional shares of Common Stock, consisting of (i) 44 additional shares issuable pursuant to the 2007 Stock Incentive Plan (2007 Plan), (ii) 518,693 additional shares issuable pursuant to the 2014 Stock Incentive Plan (2014 Plan) and (iii) 129,673 additional shares issuable pursuant to the 2014 Employee Stock Purchase Plan (ESPP). Pursuant to General Instruction E to Form S-8, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-200413, filed with the Securities and Exchange Commission on November 20, 2014 by the Registrant, relating to the 2007 Plan, the 2014 Plan and the ESPP, (ii) the Registration Statement on Form S-8, File No. 333-203032, filed with the Securities and Exchange Commission on March 26, 2015 by the Registrant, relating to the 2014 Plan, (iii) the Registration Statement on Form S-8, File No. 333-210058, filed with the Securities and Exchange Commission on March 10, 2016 by the Registrant, relating to the 2014 Plan, (iv) the Registration Statement on Form S-8, File No. 333-216432, filed with the Securities and Exchange Commission on March 3, 2017 by the Registrant, relating to the 2014 Plan and the ESPP, and (v) the Registration Statement on Form S-8, File No. 333-232428, filed with the Securities and Exchange Commission on June 28, 2019 by the Registrant, relating to the 2014 Plan and the ESPP, in each case except for Item 8, Exhibits, with respect to which Item 8 hereto is incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement:
EXHIBIT INDEX
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 Irvine, State of California, on March 25, 2020.
NOVUS THERAPEUTICS, INC.. | ||
By: | /s/ Gregory J. Flesher | |
Gregory J. Flesher | ||
Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Novus Therapeutics, Inc., hereby severally constitute and appoint Gregory J. Flesher and Jon S. Kuwahara, and each of them singly, our true and lawful attorneys with full power to any of them, and to 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 amendments (including post-effective amendments) to said Registration Statement, and generally to do all such things in our name and on our behalf in our capacities as officers and directors to enable Novus 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 all that said attorneys, and each of them, or their substitute or substitutes, shall 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/ Gregory J. Flesher Gregory J. Flesher |
Chief Executive Officer and Director (Principal Executive Officer) |
March 25, 2020 | ||
/s/ Jon S. Kuwahara Jon S. Kuwahara |
Senior Vice President of Finance and Administration (Principal Financial and Accounting Officer) |
March 25, 2020 | ||
/s/ Keith A. Katkin Keith A. Katkin |
Director, Chairman of the Board | March 25, 2020 | ||
/s/ Erez Chimovits Erez Chimovits |
Director | March 25, 2020 | ||
/s/ Cheryl L. Cohen Cheryl L. Cohen |
Director | March 25, 2020 | ||
/s/ Gary A. Lyons Gary A. Lyons |
Director | March 25, 2020 | ||
/s/ John S. McBride John S. McBride |
Director | March 25, 2020 |