As filed with the Securities and Exchange Commission on February 24, 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
KARUNA THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 27-0605902 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
99 High Street, Suite Floor 26 Boston, Massachusetts |
02110 | |
(Address of Principal Executive Offices) | (Zip Code) |
Karuna Therapeutics, Inc. 2019 Stock Option and Incentive Plan
Karuna Therapeutics, Inc. 2019 Employee Stock Purchase Plan
(Full Title of the Plans)
Steven Paul, M.D.
Chief Executive Officer, President and Chairman
Karuna Therapeutics, Inc.
99 High Street, Suite Floor 26
Boston, Massachusetts 02110
(857) 449-2244
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom, Esq. Seo Salimi, Esq. Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018 (212) 813-8800 |
Mia Kelley Vice President, Legal Affairs Karuna Therapeutics, Inc. 99 High Street, Suite Floor 26 Boston, Massachusetts 02110 (857) 449-2244 |
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
This Registration Statement on Form S-8 relating to the 2019 Stock Option and Incentive Plan and the 2019 Employee Stock Purchase Plan of Karuna Therapeutics, Inc. (the Registrant) registers additional securities of the same class as other securities for which registration statements filed on Form S-8 (SEC File No. 333-232521, SEC File No. 333-237360 and SEC File No. 333-253501) of the Registrant are effective. Accordingly, the information contained in the Registrants Registration Statements on Form S-8 (SEC File No. 333-232521, SEC File No. 333-237360 and SEC File No. 333-253501) filed with the Securities and Exchange Commission on July 2, 2019 is hereby incorporated by reference pursuant to General Instruction E, except for Item 8. Exhibits.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
* | Filed herewith. |
SIGNATURES
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 Boston, Commonwealth of Massachusetts, on February 24, 2022.
KARUNA THERAPEUTICS, INC. | ||
By: | /s/ Steven Paul | |
Steven Paul, M.D. Chief Executive Officer, President and Chairman |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Karuna Therapeutics, Inc. (the Company), hereby severally constitute and appoint Steven Paul and Troy Ignelzi, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments (including post-effective amendments) to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
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(s) |
Date | ||
/s/ Steven Paul Steven Paul, M.D. |
Chief Executive Officer, President and Chairman (Principal Executive Officer) |
February 24, 2022 | ||
/s/ Troy Ignelzi Troy Ignelzi |
Chief Financial Officer (Principal Financial and Accounting Officer) |
February 24, 2022 | ||
/s/ Christopher Coughlin Christopher Coughlin |
Director |
February 24, 2022 | ||
/s/ James Healy James Healy, M.D., Ph.D. |
Director |
February 24, 2022 | ||
/s/ Jeffrey Jonas Jeffrey Jonas, M.D. |
Director |
February 24, 2022 | ||
/s/ Laurie Olson Laurie Olson |
Director |
February 24, 2022 | ||
/s/ Atul Pande Atul Pande, M.D. |
Director |
February 24, 2022 | ||
/s/ Denice Torres Denice Torres |
Director |
February 24, 2022 | ||
/s/ David Wheadon, M.D. David Wheadon, M.D. |
Director |
February 24, 2022 |
Exhibit 5.1
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Goodwin Procter LLP The New York Times Building 620 Eighth Avenue New York, NY 10018
goodwinlaw.com +1 212 813 8800 |
February 24, 2022
Karuna Therapeutics, Inc.
33 Arch Street, Suite 3110
Boston, Massachusetts 02110
Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act), on or about the date hereof relating to an aggregate of 1,488,527 shares (the Shares) of Common Stock, $0.0001 par value per share (Common Stock), of Karuna Therapeutics, Inc., a Delaware corporation (the Company), that may be issued pursuant to the Companys 2019 Stock Option Plan and Incentive Plan and 2019 Employee Stock Purchase Plan (collectively, the Plans).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, |
/s/ Goodwin Procter LLP |
GOODWIN PROCTER LLP |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated February 24, 2022, with respect to the consolidated financial statements of Karuna Therapeutics, Inc. and subsidiary, and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
Boston, Massachusetts
February 24, 2022
Exhibit 107
CALCULATION OF FILING FEES TABLE
Form S-8
(Form Type)
Karuna Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type |
Security Class Title | Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate | Amount of Registration Fee | |||||||
Equity |
Common Stock, par value $0.0001 per share |
457(h) | 1,190,822 (2) | $110.07 (3) | $131,073,778 | $0.0000927 | $12,151 | |||||||
Equity |
Common Stock, par value $0.0001 per share |
Common Stock, par value $0.0001 per share |
297,705 (4) | $93.56 (5) | $27,853,280 | $0.0000927 | $2,582 | |||||||
Total Offering Amount |
$158,927,058 | $14,733 | ||||||||||||
Total Fee Offsets |
$0 | |||||||||||||
Net Fee Due |
$158,927,058 | $14,733 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. |
(2) | Represents an automatic annual increase on January 1, 2022 to the number of shares reserved for issuance under the 2019 Stock Option and Incentive Plan (the 2019 Plan) pursuant to the terms of the 2019 Plan. Shares available for issuance under the 2019 Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on July 2, 2019 (Registration No. 333-232521), March 24, 2020 (Registration No. 333-237360) and February 25, 2021 (Registration No. 333-253501). |
(3) | The price of $110.07 per share, which is the average of the high and low sale prices of the Common Stock of the registrant as quoted on the Nasdaq Global Market on February 18, 2022, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price. |
(4) | Represents an automatic annual increase on January 1, 2022 to the number of shares reserved for issuance under the 2019 Employee Stock Purchase Plan (the 2019 ESPP) pursuant to the terms of the 2019 ESPP. Shares available for issuance under the 2019 ESPP were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on July 2, 2019 (Registration No. 333-232521), March 24, 2020 (Registration No. 333-237360) and February 25, 2021 (Registration No. 333-253501). |
(5) | The price of $93.56 per share, which is 85% of the average of the high and low sale prices of the Common Stock of the registrant as quoted on the Nasdaq Global Market on February 18, 2022, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price. Pursuant to the 2019 ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the fair market value of a share of Common Stock on the first trading day of the offering period or on the exercise date, whichever is less. |