As filed with the Securities and Exchange Commission on March 23, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Solid Biosciences Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 90-0943402 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
500 Rutherford Avenue Charlestown, Massachusetts |
02129 | |
(Address of Principal Executive Offices) | (Zip Code) |
Amended and Restated 2020 Equity Incentive Plan
(Full Title of the Plan)
Alexander Cumbo
President and Chief Executive Officer
Solid Biosciences Inc.
500 Rutherford Avenue
Charlestown, Massachusetts 02129
(Name and Address of Agent For Service)
(617) 337-4680
(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 | ☒ | 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. ☒
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8, relating to the Amended and Restated 2020 Equity Incentive Plan of Solid Biosciences 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 relating to the Amended and Restated 2020 Equity Incentive Plan, as amended, has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-241370, filed with the Securities and Exchange Commission on August 6, 2020 by the Registrant, relating to the Registrants 2020 Equity Incentive Plan, (ii) the Registration Statement on Form S-8, File No. 333-258856, filed with the Securities and Exchange Commission on August 16, 2021 by the Registrant, relating to the Registrants 2020 Equity Incentive Plan, 2021 Employee Stock Purchase Plan, Inducement Stock Option Awards (March 2021 August 2021) and Inducement Restricted Stock Unit Award (August 2021), and (iii) the Registration Statement on Form S-8, File No. 333-268643, filed with the Securities and Exchange Commission on December 2, 2022 by the Registrant, relating to the Registrants Amended and Restated 2020 Equity Incentive Plan, Inducement Stock Option Awards (December 2022) and Inducement Restricted Stock Unit Awards (December 2022), and, in each case, except for Item 8, Exhibits.
Item 8. |
Exhibits |
* | Filed herewith |
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 Charlestown, Commonwealth of Massachusetts, on this 23rd day of March, 2023.
SOLID BIOSCIENCES INC. | ||
By: |
/s/ Alexander Cumbo | |
Alexander Cumbo | ||
President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Solid Biosciences Inc., hereby severally constitute and appoint Alexander Cumbo, Kevin Tan and David Howton, 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 subsequent 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 Solid Biosciences 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/ Alexander Cumbo Alexander Cumbo |
President, Chief Executive Officer and Director |
March 23, 2023 | ||
/s/ Kevin Tan Kevin Tan |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 23, 2023 | ||
/s/ Ian F. Smith Ian F. Smith |
Chairman of the Board |
March 23, 2023 | ||
/s/ Martin Freed Martin Freed |
Director |
March 23, 2023 | ||
/s/ Ilan Ganot Ilan Ganot |
Director |
March 23, 2023 | ||
/s/ Robert Huffines Robert Huffines |
Director |
March 23, 2023 | ||
/s/ Clare Kahn Clare Kahn |
Director |
March 23, 2023 | ||
/s/ Georgia Keresty Georgia Keresty |
Director |
March 23, 2023 | ||
/s/ Adam Koppel Adam Koppel |
Director |
March 23, 2023 | ||
/s/ Sukumar Nagendran Sukumar Nagendran |
Director |
March 23, 2023 | ||
/s/ Rajeev Shah Rajeev Shah |
Director |
March 23, 2023 | ||
/s/ Adam Stone Adam Stone |
Director |
March 23, 2023 | ||
/s/ Lynne Sullivan Lynne Sullivan |
Director |
March 23, 2023 |
Exhibit 5.1
March 23, 2023 | +1 617 526 6000 (t) | |
+1 617 526 5000 (f) | ||
Solid Biosciences Inc. | wilmerhale.com |
500 Rutherford Avenue
Charlestown, Massachusetts 02129
Re: | Amended and Restated 2020 Equity Incentive Plan |
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to an aggregate of 977,836 shares (the Shares) of common stock, par value $0.001 per share, of Solid Biosciences Inc., a Delaware corporation (the Company), issuable under the Companys Amended and Restated 2020 Equity Incentive Plan (the Plan).
We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the board of directors and stockholders of the Company, the Registration Statement, the Plan and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or blue sky laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.
March 23, 2023
Page 2
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
/s/ Wilmer Cutler Pickering Hale and Dorr LLP
WILMER CUTLER PICKERING HALE AND DORR LLP
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Solid Biosciences Inc. of our report dated March 23, 2023 relating to the financial statements, which appears in Solid Biosciences Inc.s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
March 23, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Solid Biosciences Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee | |||||||
Equity | Common Stock, $0.001 par value per share | Other | 977,836 shares (2) | $3.66 (3) | $3,578,880 (3) | $110.20 per $1,000,000 |
$394.40 | |||||||
Total Offering Amounts | $3,578,880 | $394.40 | ||||||||||||
Total Fee Offsets | | |||||||||||||
Net Fee Due | $394.40 |
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act), 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) | Reflects 977,836 shares added to the Amended and Restated 2020 Equity Incentive Plan. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low prices of the registrants Common Stock as reported on the Nasdaq Global Select Market on March 21, 2023. |