S-8 1 a2021s-8.htm S-8 Document

As filed with the Securities and Exchange Commission on February 25, 2021

Registration No. 333-

____________________________________________________________________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 Concert Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Its Charter)
_________________________________
Delaware
20-4839882
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
65 Hayden Avenue, Suite 3000N
Lexington, MA 02421
02421
(Address of Principal Executive Offices)
(Zip Code)
2014 Stock Incentive Plan
(Full Title of the Plan)
Roger D. Tung, Ph.D.
President and Chief Executive Officer
65 Hayden Avenue, Suite 3000N
Lexington, MA 02421
(Name and Address of Agent for Service)
(781) 860-0045
(Telephone Number, Including Area Code, of Agent for Service)

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
ý
Smaller reporting company
ý
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
1,274,487 shares
$7.08 (2)
$9,023,367 (2)
$985
(1)
In accordance with Rule 416 under the Securities Act of 1933, as amended, 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)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on February 19, 2021.




Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the 2014 Stock Incentive Plan of Concert Pharmaceuticals, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-195125, filed with the Securities and Exchange Commission on April 8, 2014 by the Registrant, relating to the Registrant’s Amended and Restated 2006 Stock Option and Grant Plan and 2014 Stock Incentive Plan, except for Item 8, Exhibits.




Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8.
Exhibits.
Exhibit
Number
Description of Exhibit
Incorporated by Reference
Form
File Number
Date of Filing
Exhibit
Number
Filed
Herewith
3.1
8-K
001-36310
February 20, 2014
3.1
3.2
8-K
001-36310
February 20, 2014
3.2
3.3
10-K
001-36310
March 6, 2017
3.3
3.48-K
001-36310
December 11, 20203.1
5.1
X
23.1
X
23.2
X
24.1
X
99.1
S-1
333-193335
February 3, 2014
10.6






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 Lexington, Commonwealth of Massachusetts, on this 25th day of February, 2020.
  CONCERT PHARMACEUTICALS, INC.
By: /s/ Roger D. Tung, Ph.D.
 Roger D. Tung, Ph.D.
President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Concert Pharmaceuticals, Inc., hereby severally constitute and appoint Roger D. Tung and Marc A. Becker, and each of them singly, our true and lawful attorneys with full power to them, and 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 to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Concert Pharmaceuticals, 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 our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. 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/ Roger D. Tung, Ph.D.
President, Chief Executive Officer and Director (Principal Executive Officer)
February 25, 2021
Roger D. Tung, Ph.D.
/s/ Marc A. Becker
Chief Financial Officer (Principal Financial and Accounting Officer)
February 25, 2021
Marc A. Becker
/s/ Richard H. Aldrich
Chairman of the Board
February 25, 2021
Richard H. Aldrich
/s/ Thomas G. Auchincloss, Jr.
Director
February 25, 2021
Thomas G. Auchincloss, Jr.
/s/ Ronald W. Barrett, Ph.D.
Director
February 25, 2021
Ronald W. Barrett, Ph.D.
/s/ Jesper Høiland
Director
February 25, 2021
Jesper Høiland
/s/ Peter Barton Hutt
Director
February 25, 2021
Peter Barton Hutt
/s/ Wilfred E. Jaeger, M.D.
Director
February 25, 2021
Wilfred E. Jaeger, M.D.
/s/ Christine van Heek
Director
February 25, 2021
Christine van Heek