As filed with the Securities and Exchange Commission on February 22, 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
AMYLYX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 46-4600503 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
43 Thorndike St.
Cambridge, MA 02141
(617) 682-0917
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
Amylyx Pharmaceuticals, Inc. 2022 Stock Option and Incentive Plan
Amylyx Pharmaceuticals, Inc. 2022 Employee Stock Purchase Plan
(Full title of the plans)
Joshua B. Cohen, Co-Chief Executive Officer
Justin B. Klee, Co-Chief Executive Officer
Amylyx Pharmaceuticals, Inc.
43 Thorndike St.
Cambridge, MA 02141
(617) 682-0917
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom, Esq.
Benjamin K. Marsh, Esq.
Marishka DeToy, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 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.
| 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 is filed to register the offer and sale of (i) an additional 3,385,371 shares of the Registrant’s common stock, $0.0001 par value per share, to be issued under the Registrant’s 2022 Stock Option and Incentive Plan and (ii) an additional 677,074 shares of the Registrant’s common stock, $0.0001 par value per share, to be issued under the Registrant’s 2022 Employee Stock Purchase Plan. This Registration Statement incorporates by reference the contents of the registration statements on Form S-8 (File No. 333-262125 and File No. 333-270509) filed by the Registrant on January 12, 2022 and March 13, 2023, respectively.
Part II
Information Required in the Registration Statement
| Item 8. | Exhibits. |
See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
| * | Filed herewith. |
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 Cambridge, State of Massachusetts, on this 22nd day of February, 2024.
| AMYLYX PHARMACEUTICALS, INC. | ||
| By: | /s/ Joshua Cohen | |
| Joshua Cohen Co-Chief Executive Officer and Director | ||
| By: | /s/ Justin Klee | |
| Justin Klee Co-Chief Executive Officer and Director | ||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joshua Cohen and Justin Klee and each of them, his true and lawful attorneys-in-fact and agents, 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 and on the date indicated.
| Name | Title | Date | ||
| /s/ Joshua Cohen Joshua Cohen |
Co-Chief Executive Officer and Director (Principal Executive Officer) | February 22, 2024 | ||
| /s/ Justin Klee Justin Klee |
Co-Chief Executive Officer and Director (Principal Executive Officer) | February 22, 2024 | ||
| /s/ James M. Frates James M. Frates, MBA |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
February 22, 2024 | ||
| /s/ Karen Firestone Karen Firestone |
Director | February 22, 2024 | ||
| /s/ George Mclean Milne Jr. George Mclean Milne Jr., Ph.D. |
Director | February 22, 2024 | ||
| /s/ Paul Fonteyne Paul Fonteyne, MS, MBS |
Director | February 22, 2024 | ||
| /s/ Daphne Quimi Daphne Quimi, MBA |
Director | February 22, 2024 | ||