As filed with the Securities and Exchange Commission on March 31, 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

 

 

Finch Therapeutics Group, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware		82-3433558
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

200 Inner Belt Road, Suite 400

Somerville, Massachusetts 02143

(617) 229-6499

(Address of principal executive offices) (Zip code)

Finch Therapeutics Group, Inc. 2021 Equity Incentive Plan

Finch Therapeutics Group, Inc. 2021 Employee Stock Purchase Plan

(Full titles of the plans)

Mark Smith, Ph.D.

Chief Executive Officer

Finch Therapeutics Group, Inc.

200 Inner Belt Road, Suite 400

Somerville, Massachusetts 02143

(617) 229-6499

(Name, address and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Divakar Gupta Courtney T. Thorne Cooley LLP 500 Boylston Street Boston, Massachusetts 02116 (617) 937-2300		Joseph D. Vittiglio General Counsel and Corporate Secretary Finch Therapeutics Group, Inc. 200 Inner Belt Road, Suite 400 Somerville, Massachusetts 02143 (617) 229-6499

 

 

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 pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

 

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Finch Therapeutics Group, Inc. (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register (i) 2,375,609 additional shares of its common stock under the 2021 Equity Incentive Plan (the “2021 Plan”), pursuant to the provisions of the 2021 Plan providing for an automatic increase in the number of shares common stock reserved and available for issuance under the 2021 Plan on January 1, 2022, and (ii) 475,121 additional shares of its common stock under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant to the provisions of the 2021 ESPP providing for an automatic increase in the number of shares of common stock reserved and available for issuance under the 2021 ESPP on January 1, 2022. 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 the Form S-8 has been omitted from this Registration Statement.

PART II

 

ITEM 3.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

(a) The contents of the Registrant’s Registration Statement on Form S-8 (File No.  333-254773), filed with the Commission on March 26, 2021.

(b) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Commission on March 31, 2022.

(c) The Registrant’s Current Report on Form 8-K, filed with the Commission on March 1, 2022.

(d) The description of the Registrant’s Common Stock which is contained in a registration statement on Form 8-A filed on March 16, 2021 (File No. 001-40227) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.

(e) All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 8.

EXHIBITS

 

Incorporated by Reference

Exhibit Number

Description

Schedule Form

File Number

Exhibit

Filing Date

4.1

Amended and Restated Certificate of Incorporation of Finch Therapeutics Group, Inc.

8-K

001-40227

3.1

March 23, 2021

4.2

Amended and Restated Bylaws of Finch Therapeutics Group, Inc.

8-K

001-40227

3.2

March 23, 2021

4.3

Form of Common Stock Certificate.

S-1/A

333-253622

4.2

March 15, 2021

5.1*

Opinion of Cooley LLP.

23.1*

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

23.2*

Consent of Cooley LLP (included in Exhibit 5.1).

24.1*

Power of Attorney (included on the signature page of this Form S-8).

99.1

2021 Equity Incentive Plan and forms of agreements thereunder.

S-8

333-254773

4.5

March 26, 2021

99.2

2021 Employee Stock Purchase Plan.

S-8

333-254773

4.6

March 26, 2021

107*

Filing fee table.

 

*	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 Somerville, Massachusetts, on this 31st day of March, 2022.

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark Smith and Gregory Perry, each of them, as his or her true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him or her and in his or her 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 sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their 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 dates indicated.

 

Signature		Title		Date
/s/ Mark Smith Mark Smith, Ph.D.		Chief Executive Officer and Director (Principal Executive Officer)		March 31, 2022
/s/ Gregory D. Perry Gregory D. Perry		Chief Financial Officer (Principal Financial and Accounting Officer)		March 31, 2022
/s/ Chris Shumway Chris Shumway		Chair of the Board of Directors		March 31, 2022
/s/ Domenic Ferrante Domenic Ferrante		Director		March 31, 2022
/s/ Susan Graf Susan Graf		Director		March 31, 2022
/s/ Nicholas Haft Nicholas Haft		Director		March 31, 2022
/s/ Samuel A. Hamood Samuel A. Hamood		Director		March 31, 2022
/s/ Christian Lange Christian Lange		Director		March 31, 2022
/s/ Jeffrey Smisek Jeffrey Smisek		Director		March 31, 2022
/s/ Jo Viney Jo Viney, Ph.D.		Director		March 31, 2022