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As filed with the Securities and Exchange Commission on August 11, 2022
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)
 
Delaware20-1450200
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
3730 Kirby Dr., Ste. 1200
Houston, Texas		77098
(Address of Principal Executive Offices)
 (Zip Code)

Bellicum Pharmaceuticals, Inc. 2019 Equity Incentive Plan
(Full title of the plan)
 
Richard A. Fair
President and Chief Executive Officer
Bellicum Pharmaceuticals, Inc.
3730 Kirby Dr., Ste. 1200
Houston, Texas 77098
(281) 454-3424
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:
Karen E. Deschaine, Esq.
Phillip S. McGill, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
Tel: (858) 550-6000
Richard A. Fair
President and Chief Executive Officer
Bellicum Pharmaceuticals, Inc.
3730 Kirby Dr., Ste. 1200
Houston, Texas 77098
(281) 454-3424
 
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. ☐

 




EXPLANATORY NOTE
The Registration Statement is being filed for the purpose of registering an additional 2,250,000 shares of the Registrant’s common stock, par value $0.01 per share, the same class as other securities for which Registration Statements of the Registrant on Form S-8 relating to the Bellicum Pharmaceuticals, Inc. 2019 Equity Incentive Plan, as amended (the “2019 Plan”) are effective.


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) and August 6, 2020 (File No. 333-241675). 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)
 
4.6(5)
4.7(6)
4.8(7)
4.9 (8)
4.10(9)
4.11(10)
4.12(11)
4.13(12)
4.14(13)
5.1* 
23.1* 
23.2* 
24.1* Power of Attorney. Reference is made to the signature page hereto.
99.1(11)
 
107*
(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 4.4 to the Registrant’s Annual Report on Form 10-K, filed with the Commission on March 14, 2016, and incorporated herein by reference.
(6)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.
(7)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.
(8)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.
(9)Previously filed as Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed with the Commission on November 2, 2020, and incorporated herein by reference
(10)Previously filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed with the Commission on November 2, 2020, and incorporated herein by reference.
(11)Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 6, 2021, and incorporated herein by reference.
(12)Previously filed as Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 6, 2021, and incorporated herein by reference.
(13)Previously filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K, filed with the Commission on December 6, 2021, and incorporated herein by reference.
(14)Previously filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on June 16, 2022, 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 11, 2022.
 
   
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 or her 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.

SignatureTitleDate
/s/ Richard A. Fair
President, Chief Executive Officer and Director
August 11, 2022
Richard A. Fair
(Principal Executive Officer and Principal Financial Officer)
/s/ Charles S. Grass
(Principal Accounting Officer)
August 11, 2022
Charles S. Grass
/s/ Jon P. Stonehouse
Director (Chairman)
August 11, 2022
Jon P. Stonehouse
/s/ James M. Daly
Director
August 11, 2022
James M. Daly
/s/ Stephen R. Davis
Director
August 11, 2022
Stephen R. Davis
/s/ Reid M. Huber, Ph.D.
Director
August 11, 2022
Reid M. Huber, Ph.D.
/s/ Judith V. Klimovsky, M.D.
Director
August 11, 2022
Judith V. Klimovsky, M.D.