Blueprint
As filed with the Securities and Exchange Commission on January 3,
2020
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
Monopar Therapeutics Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or other jurisdiction ofincorporation or organization)
|
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32-0463781
(I.R.S.
EmployerIdentification No.)
|
1000 Skokie Blvd., Suite 350
Wilmette, IL 60091
(Address
of principal executive offices) (Zip Code)
Monopar Therapeutics Inc. 2016 Stock Incentive Plan
(Full
title of the plans)
Chandler Robinson, MD
Chief Executive Officer
1000 Skokie Blvd., Suite 350
Wilmette, IL 60091
(Name
and Address of agent for service)
(847) 388-0349
(Telephone
number, including area code, of agent for service)
With a copy to:
Robert Rupp, Esq.
John J. Harrington
Baker & Hostetler LLP
200 Civic Center Drive, Suite 1200
Columbus,
OH 43215
(614)
228-1541
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large
accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large
accelerated filer ☐
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Accelerated
filer ☐
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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. ☒
CALCULATION OF REGISTRATION FEE
|
Title of Securities
to be Registered
|
Amount to
be Registered (1)
|
Proposed
Maximum Offering Price Per Share
|
Proposed
Maximum Aggregate Offering Price
|
Amount of
Registration Fee
|
|
Common Stock,
$0.001 par value
|
1,087,463(2)
|
$2.93602
|
$3,192,814(3)
|
$415
|
Common Stock,
$0.001 par value
|
494,104(4)
|
$17.015
|
$8,407,180(5)
|
$1,092
|
|
TOTAL
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1,581,567
|
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$11,599,994
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$1,507
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(1)
Pursuant to Rule
416(a) under the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of
common stock (“Common Stock”) of Monopar Therapeutics
Inc. (the “Registrant”) that become issuable under the
Registrant’s 2016 Stock Incentive Plan (the
“Plan”), by reason of any stock dividend, stock split,
recapitalization or other similar transaction that increases the
number of the outstanding shares of the Registrant’s common
stock.
(2)
Represents shares
of Common Stock reserved for issuance upon the exercise of
outstanding stock options granted under the Plan.
(3)
Estimated solely
for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(h)(1) of the Securities Act. The proposed
maximum aggregate offering price per share and proposed maximum
aggregate offering price for the 1,087,463 shares of Common Stock
reserved for issuance upon the exercise of outstanding stock
options granted under the Plan are calculated using a weighted
average exercise price of $2.93602 per share.
(4)
Represents shares
of Common Stock reserved for future grant under the
Plan.
(5)
Estimated solely
for purposes of calculating the registration fee in accordance with
Rule 457(h) of the Securities Act of 1933, as amended, by averaging
the high and low sales prices of the Registrant’s common
stock reported on the Nasdaq Capital Market on January 2,
2020.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
ITEM 1. PLAN
INFORMATION.
Not required to be filed with
this Registration Statement.
ITEM 2. REGISTRANT
INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION.
Not required to be filed with
this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates
by reference into this Registration Statement the following
documents previously filed by the Registrant with the Securities
and Exchange Commission (“SEC”):
●
The description of
the Registrant’s common stock contained in its Registration
Statement on
Form S-1 filed with the Commission on August 15,
2019;
●
The
Registrant’s Quarterly Report on
Form 10-Q for the quarter ended September 30, 2019, filed with
the SEC on November 12, 2019;
●
The
Registrant’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2019, filed with the
SEC on August 8, 2019;
●
The
Registrant’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2019, filed with the
SEC on May 10, 2019;
●
The
Registrant’s Information Statement regarding its Annual
Meeting of Stockholders on June 27, 2019, on
DEF14C, filed with the SEC on May 22, 2019;
●
The
Registrant’s Annual Report on
Form 10-K for the year ended December 31, 2018, filed with the
SEC on February 26, 2019; and
●
The
Registrant’s Current Reports on Form 8-K, filed with the SEC
on
June 27, 2019,
June 5, 2018, and
July 2, 2018, to the extent the information in such reports is
filed and not furnished.
All documents, reports and definitive proxy or information
statements filed pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement and to be a part hereof from the date of filing of such
documents; provided, however, that documents, reports and
definitive proxy or information statements, or portions thereof,
which are furnished and not filed in accordance with the
rules of the SEC shall not be deemed incorporated by reference
into this Registration Statement. Any statement contained in a
document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement
herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or
supersedes that statement. Any such statement so modified or
superseded shall not constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND
OFFICERS.
Delaware Law
Section
102 of the General Corporation Law of the State of Delaware permits
a corporation to eliminate the personal liability of directors of a
corporation to the corporation or its stockholders for monetary
damages for a breach of fiduciary duty as a director, except where
the director breached his duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or knowingly violated a
law, authorized the payment of a dividend or approved a stock
repurchase in violation of Delaware corporate law or obtained an
improper personal benefit.
Section 145 of the General Corporation Law of the
State of Delaware provides that a corporation has the power to
indemnify a director, officer, employee, or agent of the
corporation, or a person serving at the request of the corporation
for another corporation, partnership, joint venture, trust or other
enterprise in related capacities against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with
an action, suit or proceeding to which he was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reason of such position, if
such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, in any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful, except that,
in the case of actions brought by or in the right of the
corporation, no indemnification shall be made with respect to any
claim, issue or matter as to
which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of
Chancery or other adjudicating court determines that, despite the
adjudication of liability but in view of all of the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Second Amended and Restated Certificate of
Incorporation
●
The
Registrant’s Certificate of Incorporation provides that it is
required to provide indemnification and advancement of expenses to
its directors, officers or other agents to the fullest extent
permitted by Delaware's General Corporation Law. The
Registrant’s Certificate of Incorporation limits the personal
liability of directors for breach of fiduciary duty to the maximum
extent permitted by the Delaware General Corporation Law and
provides that no director will have personal liability to the
Registrant or to its stockholders for monetary damages for breach
of fiduciary duty or other duty as a director. However, these
provisions do not eliminate or limit the liability of any of the
Registrant’s directors for any breach of the director's duty
of loyalty to the Registrant or its stockholders;
●
or
acts or omissions not in good faith or that involve intentional
misconduct or a knowing violation of law, fraud, or gross
negligence;
●
for
voting for or assenting to unlawful payments of dividends, stock
repurchases or other distributions; or
●
for
any transaction from which the director derived an improper
personal benefit.
In
addition, the Registrant’s Certificate of Incorporation
provides that, to the fullest extent permitted by Delaware’s
General Corporation Law, it will indemnify each person who was or
is a party or threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, other than an
action by or in the right of the Registrant, by reason of the fact
that he or she is or was, or has agreed to become, a director or
officer, or is or was serving, or has agreed to serve, at the
Registrant’s request as a director, officer, partner,
employee or trustee of, or in a similar capacity with, another
corporation, partnership, joint venture, trust or other enterprise
(all such persons being referred to as an "Indemnitee"), or by
reason of any action alleged to have been taken or omitted in such
capacity, against all expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action, suit or
proceeding and any appeal therefrom, if such Indemnitee acted in
good faith and in a manner he or she reasonably believed to be in,
or not opposed to, the Registrant’s best interests, and, with
respect to any criminal action or proceeding, he or she had no
reasonable cause to believe his or her conduct was
unlawful.
Indemnification Agreements
The
Registrant has entered into a consulting agreement with its officer
Patrice Rioux (through pRx Consulting, LLC) pursuant to which it
has agreed to indemnify pRx Consulting, LLC from and against all
liabilities, losses, damages, expenses, charges and fees which it
may sustain or incur by reason of any claim which may be asserted
against pRx Consulting, LLC arising out of or attributable to the
Registrant or its employees or contractors.
II-2
Insurance
The Registrant maintains a general liability
insurance policy that covers certain liabilities of directors and
officers of the Registrant arising out of claims based on acts or
omissions in their capacities as directors or officers. The
Registrant may obtain directors and officers insurance that covers
potential claims against the Registrant and its officers and
directors related to securities and corporate governance
lawsuits.
ITEM 7. EXEMPTION
FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the attached
Exhibit Index on the page immediately following the
signature pages hereto, which is incorporated herein by
reference.
ITEM 9. UNDERTAKINGS.
A. The
undersigned Registrant hereby undertakes:
1. To
file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration
Statement:
(i) To include
any prospectus required by section 10(a)(3) of the Securities
Act;
(ii) To
reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of
Registration Fee” table in the effective Registration
Statement.
(iii) To
include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs
(A)(1)(i) and (A)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
2.
That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering
thereof.
3. To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
B. The
undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
C.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-3
EXHIBIT INDEX
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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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5.1
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10.1
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23.1
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23.2
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24.1
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II-4
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 Wilmette, Illinois, on the 3rd day
of January, 2020.
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MONOPAR
THERAPEUTICS INC.
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By:
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/s/
Chandler D. Robinson
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Chandler
D. Robinson
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Chief
Executive Officer and Director
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POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Chandler D. Robinson,
his/her true and lawful attorney-in-fact and agent with full power
of substitution and re-substitution, for him/her and in his/her
name, place and stead, in any and all capacities to sign any or all
amendments (including, without limitation, post-effective
amendments) to this Registration Statement, any related
Registration Statement filed pursuant to
Rule 462(b) under the Securities Act of 1933 and any or
all pre- or post-effective amendments thereto, and to file the
same, with all exhibits thereto, and all 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 for
all intents and purposes as he/she might or could do in person,
hereby ratifying and confirming that said attorney-in-fact and
agent, or any substitute or substitutes for him, may lawfully do or
cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, the following
persons in the capacities and on the dates indicated have signed
this Registration Statement below.
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Signatures
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Title
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Date
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/s/
Chandler D. Robinson
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January 3, 2020
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Chandler
D. Robinson
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Chief
Executive Officer and Director (Principal Executive
Officer)
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/s/ Kim
R. Tsuchimoto
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January 3, 2020
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Kim R.
Tsuchimoto
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Chief
Financial Officer
(Principal
Financial and Accounting Officer)
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/s/
Andrew P. Mazar
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January 3, 2020
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Andrew
P. Mazar
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Chief
Scientific Officer and Director
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/s/
Christopher M. Starr
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January 3, 2020
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Christopher
M. Starr
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Executive
Chairman of the Board and Director
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/s/
Raymond W. Anderson
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January 3, 2020
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Raymond
W. Anderson
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Director
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/s/
Michael J. Brown
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January 3, 2020
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Michael
J. Brown
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Director
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/s/
Arthur J. Klausner
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January 3, 2020
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Arthur
J. Klausner
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Director
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II-5
