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) |
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 |
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. |
Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee | ||||||||||||||||||||||||||||
2019 Equity Incentive Plan Common Stock, $0.01 par value per share | 800,000 shares (3) | $6.87 | $5,496,000.00 | $713.38 | ||||||||||||||||||||||||||||
(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) | 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 July 31, 2020, as reported on the Nasdaq Capital Market. | |||||||||||||||||||||||||||||||
(3) | Represents an increase of (i) 500,000 shares 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 Annual Meeting of Stockholders held on June 15, 2020 and (ii) 300,000 shares in the number of shares of Common Stock reserved for issuance under the 2019 Plan to be used exclusively for the grant of inducement awards (the “Inducement Share Pool”). |
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(10) |
(1) | Previously filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 6, 2020 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. | ||||
(10) | Previously filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q filed with the Commission on August 6, 2020 and incorporated herein by reference. | ||||
* | Filed herewith |
Bellicum Pharmaceuticals, Inc. | ||||||||
By: | /s/ Richard A. Fair | |||||||
Richard A. Fair | ||||||||
President and Chief Executive Officer |
Signature | Title | Date | ||||||||||||
/s/ Richard A. Fair | President, Chief Executive Officer and | August 6, 2020 | ||||||||||||
Richard A. Fair | (Principal Executive Officer) | |||||||||||||
/s/ Atabak Mokari | Chief Financial Officer | August 6, 2020 | ||||||||||||
Atabak Mokari | (Principal Financial Officer) | |||||||||||||
/s/ David E. Strauss | Corporate Controller | August 6, 2020 | ||||||||||||
David E. Strauss | (Principal Accounting Officer) | |||||||||||||
/s/ James Brown | Director (Chairman) | August 6, 2020 | ||||||||||||
James Brown | ||||||||||||||
/s/ James M. Daly | Director | August 6, 2020 | ||||||||||||
James M. Daly | ||||||||||||||
/s/ Stephen R. Davis | Director | August 6, 2020 | ||||||||||||
Stephen R. Davis | ||||||||||||||
/s/ Reid M. Huber, Ph.D. | Director | August 6, 2020 | ||||||||||||
Reid M. Huber, Ph.D. | ||||||||||||||
/s/ Judith V. Klimovsky, M.D. | Director | August 6, 2020 | ||||||||||||
Judith V. Klimovsky, M.D. | ||||||||||||||
/s/ Jon P. Stonehouse | Director | August 6, 2020 | ||||||||||||
Jon P. Stonehouse |