0001209191-15-007811.txt : 20150130 0001209191-15-007811.hdr.sgml : 20150130 20150130144923 ACCESSION NUMBER: 0001209191-15-007811 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150129 FILED AS OF DATE: 20150130 DATE AS OF CHANGE: 20150130 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Flex Pharma, Inc. CENTRAL INDEX KEY: 0001615219 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 465087339 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 800 BOYLSTON STREET STREET 2: 24TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 BUSINESS PHONE: 617-874-1821 MAIL ADDRESS: STREET 1: 800 BOYLSTON STREET STREET 2: 24TH FLOOR CITY: BOSTON STATE: MA ZIP: 02199 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCULLEY JOHN CENTRAL INDEX KEY: 0001015816 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36812 FILM NUMBER: 15562606 MAIL ADDRESS: STREET 1: 90 PARK AVENUE STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 3/A 1 doc3a.xml FORM 3/A SUBMISSION X0206 3/A 2015-01-29 2015-01-28 0 0001615219 Flex Pharma, Inc. FLKS 0001015816 SCULLEY JOHN C/O FLEX PHARMA, INC. 800 BOYLSTON STREET BOSTON MA 02199 1 0 0 0 Stock Option (right to buy) 0.60 2024-04-08 Common Stock 4670 D Stock Option (right to buy) 4.28 2024-10-14 Common Stock 35026 D Series A Convertible Preferred Stock 0.00 Common Stock 150000 I Held by John and Diane Sculley, Tenants in the Entirety Series B Convertible Preferred Stock 0.00 Common Stock 82978 I Held by John and Diane Sculley, Tenants in the Entirety Grant to the Reporting Person of a stock option under the Issuer's 2014 Equity Incentive Plan (the "2014 Plan"). 25% of the total shares underlying this option vest on April 9, 2015, the remaining shares vest 1/48 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date. Grant to the Reporting Person of a stock option under the Issuer's 2014 Equity Incentive Plan (the "2014 Plan"). 25% of the total shares underlying this option vest on August 25, 2015, the remaining shares vest 1/48 per month over the next 36 months thereafter, subject to continued service to the Issuer through each vesting date. N/A The shares have no expiration date. The shares will automatically convert on a 4.2825-for-1 basis into shares of the Issuer's Common Stock immediately upon the closing of a Qualified Public Offering (as defined in the Amended and Restated Certificate of Incorporation) as filed with the State of Delaware. This amendment is filed to correct the Form 3 filed on 1/28/2015 which had a typographical error in the footnote regarding the preferred conversion rate into common shares upon the closing of a Qualified Public Offering. The Form 3 filed on 1/28/2015 should be disregarded. A Form 3-A was been filed on 1/30/2015 to report the correct conversion rate. /s/ John McCabe, Attorney-in-Fact 2015-01-30 EX-24.3A_557398 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all, by these presents, that the undersigned hereby constitutes and appoints each of Robert Hadfield and John McCabe, signing individually, the undersigned's true and lawful attorneys-in fact and agents to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director or holder of 10% of more of a registered class of securities of Flex Pharma, Inc. (the "Company"), Forms 3, 4 and 5 and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact shall no longer be employed by the Company. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 28th day of January, 2015. /s/John Sculley (Signature) John Sculley (Print Name)