As filed with the Securities and Exchange Commission on March 11, 2016
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.) | |
| 1 Parrott Drive Shelton, Connecticut |
06484 | |
| (Address of principal executive office) | (Zip Code) | |
2014 Equity Incentive Plan
(Full title of the plans)
Derek Chalmers, Ph.D., D.Sc.
Chief Executive Officer
Cara Therapeutics, Inc.
1 Parrott Drive
Shelton, Connecticut 06484
(203) 567-1500
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Babak Yaghmaie
Darren DeStefano
Cooley LLP
1114 Avenue of the Americas
New York, NY 10036-7798
(212) 479-6000
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large Accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| 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 |
817,646 (2) | $5.55 (3) | $4,537,935 | $456.97 | ||||
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| (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 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. |
| (2) | 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. |
| (3) | Estimated pursuant to Rules 457(c) and (h) of 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 March 7, 2016. |
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 817,646 additional shares of 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, 2016.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on February 12, 2014 (Registration No. 333-193905) and on March 27, 2015 (Registration No. 333-203057). 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 Form S-8 has been omitted from this Registration Statement.
| Item 8. | Exhibits |
| Exhibit |
Description of Document | |
| 3.1 | Amended and Restated Certificate of Incorporation (1) | |
| 3.2 | Amended and Restated Bylaws (2) | |
| 4.1 | Specimen Common Stock Certificate (3) | |
| 4.2 | 2014 Equity Incentive Plan. (4) | |
| 4.3 | Form of Stock Option Agreement under 2014 Equity Incentive Plan (5) | |
| 4.4 | Form of Restricted Stock Unit Award under 2014 Equity Incentive Plan (6) | |
| 5.1 | Opinion of Cooley LLP | |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Cooley LLP (included in Exhibit 5.1) | |
| 24.1 | Power of Attorney (included on signature page) | |
| (1) | Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36279) filed with the Securities and Exchange 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 Securities and Exchange 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 Securities and Exchange 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 Securities and Exchange 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 Securities and Exchange 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 Securities and Exchange Commission on January 17, 2014 and incorporated herein by reference. |
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 Town of Shelton, State of Connecticut, on March 11, 2016.
| CARA THERAPEUTICS, INC. | ||
| By: |
/s/ Derek Chalmers | |
|
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| Derek Chalmers, Ph.D., D.Sc. | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose names appear below constitutes and appoints Derek Chalmers and Josef Schoell, and each of them, such person’s true and lawful attorney in fact and agent, with full power of substitution and re-substitution, for such person and in his or her 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.
| /s/ Derek Chalmers Derek Chalmers |
Chief Executive Officer and Director (Principal Executive Officer) |
March 11, 2016 | ||
| /s/ Josef Schoell Josef Schoell |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 11, 2016 | ||
| /s/ Harrison M. Bains Harrison M. Bains |
Director | March 11, 2016 | ||
| /s/ Jeffrey L. Ives Jeffrey L. Ives |
Director | March 11, 2016 | ||
| /s/ Dean Slagel |
Director | March 11, 2016 | ||
| Dean Slagel | ||||
| /s/ Martin Vogelbaum Martin Vogelbaum |
Director | March 11, 2016 | ||
EXHIBIT INDEX
| Exhibit |
Description of Document | |
| 3.1 | Amended and Restated Certificate of Incorporation (1) | |
| 3.2 | Amended and Restated Bylaws (2) | |
| 4.1 | Specimen Common Stock Certificate (3) | |
| 4.2 | 2014 Equity Incentive Plan. (4) | |
| 4.3 | Form of Stock Option Agreement under 2014 Equity Incentive Plan (5) | |
| 4.4 | Form of Restricted Stock Unit Award under 2014 Equity Incentive Plan (6) | |
| 5.1 | Opinion of Cooley LLP | |
| 23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Cooley LLP (included in Exhibit 5.1) | |
| 24.1 | Power of Attorney (included on signature page) | |
| (1) | Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-36279) filed with the Securities and Exchange 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 Securities and Exchange 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 Securities and Exchange 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 Securities and Exchange 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 Securities and Exchange 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 Securities and Exchange Commission on January 17, 2014 and incorporated herein by reference. |
Exhibit 5.1
Darren K. DeStefano
T: +1 703 456 8034
ddestefano@cooley.com
March 11, 2016
Cara Therapeutics, Inc.
1 Parrott Drive
Shelton, CT 06484
| Re: | Registration on Form S-8 |
Ladies and Gentlemen:
We have represented Cara Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with its filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 817,646 shares of the Company’s Common Stock, $0.001 par value per share (the “Shares”) pursuant to the Company’s 2014 Equity Incentive Plan.
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Registration Statement) and Amended and Restated Bylaws (filed as Exhibit 3.2 to the Registration Statement), each as currently in effect, (c) the Company’s 2014 Equity Incentive Plan and (d) the originals or copies certified to our satisfaction of such other records, documents, 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 as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof.
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 Company’s 2014 Equity Incentive Plan, and 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, 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 11, 2016
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
| COOLEY LLP | ||
| By: | /s/ Darren K. 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 report dated March 10, 2016, with respect to the financial statements of Cara Therapeutics Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2015, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Stamford, Connecticut
March 10, 2016