| As filed with the Securities and Exchange Commission on March 6, 2024 |
| Registration No. 333- |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CARA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 75-3175693 | |
| (State of incorporation or organization) | (I.R.S. Employer Identification No.) |
| 400 Atlantic Street | ||
| Suite 500 | ||
| Stamford, Connecticut | 06901 | |
| (Address of principal executive office) | (Zip Code) |
2014 Equity Incentive Plan
(Full title of the plan)
Christopher Posner
Chief Executive Officer
Cara Therapeutics, Inc.
400 Atlantic Street
Suite 500
Stamford, Connecticut
(203) 406-3700
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Darren DeStefano
Katherine Denby
Cooley LLP
11951 Freedom Drive, 14th Floor
Reston, VA 20190-5640 (703) 456-8000
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. (Check one):
| Large Accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | x |
| 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. ¨
REGISTRATION
OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Cara Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 1,634,421 additional shares of its Common Stock under the Registrant’s 2014 Equity Incentive Plan, pursuant to the provisions of the 2014 Equity Incentive Plan providing for an automatic increase in the number of shares reserved and available for issuance under the 2014 Equity Incentive Plan on January 1, 2024. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of the Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:
| (a) | The contents of the Registrant’s Registration Statements on Form S-8, filed with the Commission on February 12, 2014 (Registration No. 333-193905), March 27, 2015 (Registration No. 333-203057), March 11, 2016 (Registration No.333-210096), March 10, 2017 (Registration No. 333-216606), March 16, 2018 (Registration No. 333-223726), March 15, 2019 (Registration No. 333-230335), February 28, 2020 (Registration No. 333-236728), March 1, 2021 (Registration No. 333-253714), March 1, 2022 (Registration No. 333-263159) and March 6, 2023 (Registration No. 333-270302). |
| (b) | The Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Commission on March 6, 2024. |
| (c) | All other reports filed by the Company pursuant to Section 13(a) or Section 15(d) of the Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2023. |
| (d) | The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on January 27, 2014 (File No. 001-36279) under the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. 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 herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 8. | Exhibits |
| (1) | Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36279) filed with the Commission on February 7, 2014 and incorporated herein by reference. |
| (2) | Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-36279) filed with the Commission on February 7, 2014 and incorporated herein by reference. |
| (3) | Filed as Exhibit 4.1 to Pre-effective Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 Registration No. 333-192230) filed with the Commission on January 17, 2014 and incorporated herein by reference. |
| (4) | Filed as Exhibit 10.3 to Pre-effective Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 Registration No. 333-192230) filed with the Commission on January 17, 2014 and incorporated herein by reference. |
| (5) | Filed as Exhibit 10.3.1 to Pre-effective Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 Registration No. 333-192230) filed with the Commission on January 17, 2014 and incorporated herein by reference. |
| (6) | Filed as Exhibit 10.3.2 to Pre-effective Amendment No. 2 to the Registrant’s Registration Statement on Form S-1 Registration No. 333-192230) filed with the Commission on January 17, 2014 and incorporated herein by reference. |
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 Town of Stamford, State of Connecticut, on March 6, 2024.
| CARA THERAPEUTICS, INC. | ||
| By: | /s/ CHRISTOPHER POSNER | |
| Christopher Posner | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose names appear below constitutes and appoints Christopher Posner and Ryan Maynard, and each of them, such person’s true and lawful attorney in fact and agent, with full power of substitution and re-substitution, for and in such person’s name, place and stead, in any and all capacities, to execute any and all amendments (including post-effective amendments) to this Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the U.S. Securities Act of 1933), and to file the same, together with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, and such other agencies, offices and persons as may be required by applicable law, granting unto said attorney in fact and agent, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Christopher Posner | President, Chief Executive Officer and Director | March 6, 2024 | ||
| Christopher Posner | (Principal Executive Officer) | |||
| /s/ Ryan Maynard | Chief Financial Officer | March 6, 2024 | ||
| Ryan Maynard | (Principal Financial and Accounting Officer) | |||
| /s/ Martin Vogelbaum | Director | March 6, 2024 | ||
| Martin Vogelbaum | ||||
| /s/ Helen Boudreau | Director | March 6, 2024 | ||
| Helen Boudreau | ||||
| /s/ Jeffrey Ives, Ph.D. | Director | March 6, 2024 | ||
| Jeffrey Ives, Ph.D. | ||||
| /s/ Lisa von Moltke, M.D. | Director | March 6, 2024 | ||
| Lisa von Moltke, M.D. | ||||
| /s/ Susan Shiff, Ph.D. | Director | March 6, 2024 | ||
| Susan Shiff, Ph.D. |
Exhibit 5.1
Darren K. DeStefano
T: +1 703 456 8034
ddestefano@cooley.com
March 6, 2024
Cara Therapeutics, Inc.
400 Atlantic Street
Suite 500
Stamford, CT 06901
| Re: | Registration on Form S-8 |
Ladies and Gentlemen:
We have acted as counsel to Cara Therapeutics, 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 (the “Commission”) covering the offering of up to 1,634,421 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share, pursuant to the Company’s 2014 Equity Incentive Plan (the “Plan”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectus, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Plan and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified 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 the related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
One Freedom Square, Reston Town Center, 11951 Freedom Drive, Reston, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 www.cooley.com
Cara Therapeutics, Inc.
March 6, 2024
Page Two
This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
| By: | /s/ Darren DeStefano | |
| Darren K. DeStefano |
One Freedom Square, Reston Town Center, 11951 Freedom Drive, Reston, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 www.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 2014 Equity Incentive Plan of Cara Therapeutics, Inc. of our reports dated March 6, 2024, with respect to the consolidated financial statements of Cara Therapeutics, Inc. and the effectiveness of internal control over financial reporting of Cara Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Stamford, Connecticut
March 6, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
CARA THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
| Security Type | Security | Fee Calculation Rule(1) | Amount Registered(2) | Proposed Maximum Offering Price Per Share | Maximum | Fee Rate | Amount
of | |||||||||||||||||
| Equity | Common Stock, $0.001 par value per share | 457(h) | 1,634,421 | (3) | $ | 0.88 | (1) | $ | 1,438,290.48 | 0.00014760 | $ | 212.29 | ||||||||||||
| Total Offering Amounts | $ | 1,438,290.48 | $ | 212.29 | ||||||||||||||||||||
| Total Fee Offsets | – | |||||||||||||||||||||||
| Net Fee Due | $ | 212.29 | ||||||||||||||||||||||
(1) Estimated pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended (the “Securities Act”), solely for the purpose of calculating the registration fee, on the basis of the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Market on February 29, 2024.
(2) Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s common stock.
(3) Represents additional shares of the Registrant’s common stock reserved for issuance under the Registrant’s 2014 Equity Incentive Plan resulting from the automatic annual increase on January 1 of each year from January 1, 2015 through January 1, 2024 by the lesser of (a) 3% of the total number of shares of the Registrant’s Common Stock outstanding on December 31 of the preceding calendar year and (b) a number of shares determined by the Registrant’s board of directors.