As filed with the Securities and Exchange Commission on March 5, 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

Kadmon Holdings, Inc.
(Exact name of registrant as specified in its charter)



450 East 29th Street10016
New York, NY

(Address of principal executive offices)(Zip code)



AMENDED AND RESTATED 2016 EQUITY INCENTIVE PLAN

(Full title of the plan)



Harlan W. Waksal, M.D.
President and Chief Executive Officer

Kadmon Holdings, Inc.
450 East 29th Street
New York, NY 10016
(833)  900-5366
(Name, address, and 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.



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. ☒





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CALCULATION OF REGISTRATION FEE





 

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EXPLANATORY NOTE

This registration statement on Form S-8 (the “Registration Statement”) is being filed by the Registrant for the purpose of registering additional shares of its Common Stock issuable under the Registrant’s Amended and Restated 2016 Equity Incentive Plan. Accordingly, the content of the Registrant’s registration statement on Form S-8 filed with the Commission on June 5, 2020 (File No. 333-238972), September 13, 2019 (File No. 333-233770) and September 22, 2016 (File No. 333-213748) is incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

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PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT 

 

Item 3. Incorporation of Documents by Reference. 

 

The following documents, which have been filed by the Registrant with the Commission, are incorporated herein by reference: 

 



All reports and definitive proxy or information statements field pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to 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 de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such statements as set forth therein. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

 

Item 8. Exhibits. 

    





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SIGNATURES

Pursuant to the requirements of the Securities Act, 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 New York, New York on the 5th day of March, 2021. 







KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of Kadmon Holdings, Inc., a Delaware corporation, constitute and appoint Dr. Harlan W. Waksal and Mr. Steven Meehan, or either of them, the true and lawful agents and attorneys-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, to sign for the undersigned in their respective names as directors and officers of Kadmon Holdings, Inc., its Registration Statement on Form S-8, and any amendment (including post-effective amendments) or supplement thereto, relating to the offer and sale of common stock of the Company pursuant to the Amended and Restated 2016 Equity Incentive Plan of Kadmon Holdings, Inc., to be filed with the Commission under the Securities Act. We hereby confirm all acts taken by such agents and attorneys-in-fact, as herein authorized. 

 

Pursuant to the requirements of the Securities Act, this Form S-8 Registration Statement has been signed by the following persons in the capacities and on the date indicated. 







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