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As filed with the Securities and Exchange Commission on August 6, 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
Bellicum Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| 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) | |||||||
2019 Equity Incentive Plan
(Full title of the plan)
Richard A. Fair
President and Chief Executive Officer
Bellicum Pharmaceuticals, Inc.
2130 W. Holcombe Blvd., Ste. 800
Houston, Texas 77030
(832) 384-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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 | ||||
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 (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”). | |||||||||||||||||||||||||||||||
EXPLANATORY NOTE
The Registration Statement is being filed for the purpose of registering (i) 500,000 shares of the Registrant’s Common Stock to be issued pursuant to the 2019 Plan, for which Registration Statements of the Registrant on Form S-8 relating to the 2019 Plan are effective and (ii) 300,000 shares of the Registrant’s Common Stock to be issued pursuant to the 2019 Plan, which has been amended to provide for the Inducement Share Pool.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8
The Registrant previously registered shares of its Common Stock for issuance under the 2019 Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on June 24, 2019 (File No. 333-232304), July 23, 2019 (File No. 333-232774) and January 29, 2020 (File No. 333-236149). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
| 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 | ||||
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 Houston, State of Texas, on August 6, 2020.
| Bellicum Pharmaceuticals, Inc. | ||||||||
| By: | /s/ Richard A. Fair | |||||||
| Richard A. Fair | ||||||||
| President and Chief Executive Officer | ||||||||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Richard A. Fair, as his true and lawful attorney-in-fact and agent, with the full power of substitution, for him and in his 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 file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully 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/ 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 | ||||||||||||||
Exhibit 5.1
August 6, 2020
Bellicum Pharmaceuticals, Inc.
2130 W. Holcombe Blvd., Ste. 800
Houston, TX 77030
Ladies and Gentlemen:
We have represented Bellicum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission, covering the offering of up to 800,000 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), pursuant to the Company’s 2019 Equity Incentive Plan, as amended (the “Plan”), including 300,000 shares of the Company’s Common Stock reserved for issuance pursuant to inducement awards granted by the Company pursuant to the Plan.
In connection with this opinion, we have examined and relied upon the Registration Statement and the related prospectus, the Company’s Amended and Restated Certificate of Incorporation, and Amended and Restated Bylaws, each as currently in effect, the Plan and the originals or copies certified to our satisfaction of such other documents, records, 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 and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not sought to independently verify 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 Plan, the Registration Statement and related prospectus, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements under the Plan, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP
By: /s/ Karen E. Deschaine
Karen E. Deschaine
Cooley LLP 4401 Eastgate Mall San Diego, CA 92121
t: (858) 550-6000 f: (858) 550-6420 cooley.com
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2019 Equity Incentive Plan of Bellicum Pharmaceuticals, Inc. of our reports dated March 12, 2020, with respect to the consolidated financial statements of Bellicum Pharmaceuticals, Inc. and the effectiveness of internal control over financial reporting of Bellicum Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
August 6, 2020