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
PEPGEN INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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85-3819886 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
321 Harrison Avenue
Boston, Massachusetts 02118
(781) 797-0979
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
PepGen Inc. 2022 Stock Option and Incentive Plan
PepGen Inc. 2022 Employee Stock Purchase Plan
(Full title of the plan)
James McArthur, Ph.D.
President and Chief Executive Officer
PepGen Inc.
321 Harrison Avenue
Boston, Massachusetts 02118
(781) 797-0979
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard Hoffman, Esq.
Finnbarr Murphy, Esq.
Alicia Tschirhart, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
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.
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Large accelerated filer |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☒ |
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 SECURITIES PURSUANT TO GENERAL INSTRUCTIONS E
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed by PepGen Inc. with the Securities and Exchange Commission (the “Commission”) to register 1,191,162 additional shares of its common stock, par value $0.0001 per share (the “Common Stock”), reserved for issuance under the PepGen Inc. 2022 Stock Option and Incentive Plan (the “2022 Plan”) and 238,232 additional shares of its Common Stock, reserved for issuance under the 2022 Employee Stock Purchase Plan (the “2022 ESPP”), pursuant to the “evergreen” provision of the 2022 Plan and the 2022 ESPP. The number of shares of Common Stock reserved and available for issuance under the 2022 Plan is subject to an automatic annual increase on each January 1, beginning January 1, 2023, in an amount equal to the lesser of: (i) 5% of the outstanding shares on the immediately preceding December 31, or (ii) such lesser amount as determined by the Administrator. The number of shares of Common Stock reserved and available for issuance under the 2022 ESPP is subject to an automatic annual increase by the least of (i) one percent (1%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st, (ii) 678,000 shares of Common Stock or (iii) such number of shares of Common Stock as determined by the Administrator. The additional shares are of the same class as other securities relating to the 2022 Plan and the 2022 ESPP for which the registrant’s registration statements filed on Form S-8 with the Commission on May 10, 2022 (File No. 333-264822) and March 23, 2023 (File No. 333-270790) are effective.
Pursuant to General Instruction E of Form S-8 regarding Registration of Additional Securities, the contents of the Registration Statements on Form S-8 filed with the Commission on May 10, 2022 (File No. 333-264822) and March 23, 2023 (File No. 333-270790) are hereby incorporated by reference in this Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
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Exhibit |
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Description |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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5.1 |
* |
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23.1 |
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Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
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23.2 |
* |
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24.1 |
* |
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99.1 |
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99.2 |
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107* |
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* |
Filed herewith. |
SIGNATURES
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 City of Boston, State of Massachusetts, on this 6th day of March, 2024.
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PEPGEN INC. |
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By: |
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/s/ James McArthur |
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James McArthur, Ph.D. President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James McArthur, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each 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 each of said attorney-in-fact 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, this Registration Statement has been signed by the following persons in the capacities indicated as of March 6, 2024:
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Name |
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Title |
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/s/ James McArthur James McArthur, Ph.D. |
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President and Chief Executive Officer and Director (Principal Executive Officer) |
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/s/ Noel Donnelly Noel Donnelly, M.B.A. |
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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/s/ Christopher Ashton Christopher Ashton, Ph.D. |
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Director |
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/s/ Habib Joseph Dable Habib Joseph Dable |
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Director |
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/s/ Heidi Henson Heidi Henson |
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Director |
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/s/ Laurie Keating Laurie B. Keating, J.D. |
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Director |
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/s/ Howard Mayer |
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Director |
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Howard Mayer, M.D. |
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/s/ Joshua Resnick Joshua Resnick, M.D., M.B.A. |
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Director |
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Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
goodwinlaw.com
+1 617 570 1000
March 6, 2024
PepGen, Inc.
321 Harrison Avenue
Boston, Massachusetts 02118
Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 1,429,394 shares (the “Shares”) of Common Stock, $0.0001 par value per share (“Common Stock”), of PepGen, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2022 Stock Option and Incentive Plan and 2022 Employee Stock Purchase Plan (collectively, the “Plans”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not 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 thereunder.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated March 6, 2024, with respect to the consolidated financial statements of PepGen Inc. and subsidiaries, incorporated herein by reference.
/s/ KPMG LLP
Phoenix, Arizona
March 6, 2024
Exhibit 107
Calculation of Registration Fee
Form S-8
(Form Type)
PepGen Inc.
(Exact name of registrant as specified in its charter)
Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Equity |
Common Stock, $0.0001 par value per share |
Rule 457(c) and Rule 457(h) |
1,191,162 (2)
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$16.81 (4) |
$20,023,433.22 |
$0.00014760 |
$2,955.46 |
Equity |
Common Stock, $0.0001 par value per share |
Rule 457(c) and Rule 457(h) |
238,232 (3) |
$14.29 (5) |
$3,404,335.28 |
$0.00014760 |
$502.48 |
Total Offering Amounts |
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$23,427,768.50 |
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$3,457.94 |
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Total Fees Previously Paid |
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Total Fee Offsets |
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Net Fee Due |
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$3,457.94
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(1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, $0.0001 par value per share (the “Common Stock”), which become issuable under the 2022 Stock Option and Incentive Plan (the “2022 Plan”) and 2022 Employee Stock Purchase Plan (the “2022 ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. |
(2) |
Represents an automatic increase of 1,191,162 shares of Common Stock reserved for issuance under the 2022 Plan, effective January 1, 2024. Shares available for issuance under the 2022 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on May 10, 2022 (File No. 333-264822) and March 23, 2023 (File No. 333-270790). |
(3) |
Represents an automatic increase of 238,232 shares of Common Stock reserved for issuance under the 2022 ESPP, effective January 1, 2024. Shares available for issuance under the 2022 ESPP were previously |
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registered on Form S-8 filed with the Securities and Exchange Commission on May 10, 2022 (File No. 333-264822). |
(4) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The price per share and aggregate offering price are calculated based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Stock Market LLC on March 1, 2024, in accordance with Rule 457(c) of the Securities Act. |
(5) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act.The price per share and aggregate offering price are calculated based upon the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Stock Market LLC on March 1, 2024, in accordance with Rule 457(c) of the Securities Act. Under the 2022 ESPP, the purchase price of a share of Common Stock is equal to 85% of the fair market value of the Common Stock on the offering date or the exercise date, whichever is less. |