As filed with the Securities and Exchange Commission on August 10, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CABALETTA BIO, INC.
(Exact name of registrant as specified in its charter)
Delaware | 82-1685768 | |
(State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification No.) | |
2929 Arch Street, Suite 600 Philadelphia, PA |
19104 | |
(Address of principal executive offices) | (Zip Code) |
Cabaletta Bio, Inc.
2019 Stock Option and Incentive Plan
(Full title of the plan)
Steven Nichtberger
President and Chief Executive Officer
Cabaletta Bio, Inc.
2929 Arch Street, Suite 600
Philadelphia, PA 19104
(267) 759-3100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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 | ☒ | Emerging growth company | ☒ | |||
Smaller reporting 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 registers 3,000,000 additional shares of the Registrants common stock, $0.00001 par value per share (Common Stock), to be issued under the Registrants 2019 Stock Option and Incentive Plan, as amended (the 2019 Plan). The additional shares represent an increase in the number of shares of Common Stock reserved for issuance under the 2019 Plan, which increase was previously approved by the Board and subsequently approved by the Registrants stockholders on June 1, 2023 at the Registrants 2023 Annual Meeting of Stockholders.
The additional shares described above are of the same class as other securities relating to the 2019 Plan for which the Registrants registration statement on Form S-8 (File No. 333-234367), filed with the U.S. Securities and Exchange Commission (the Commission) on October 29, 2019, is effective. The information contained in the Registrants registration statement on Form S-8 (Registration No. 333-234367), filed with the Commission on October 29, 2019, is hereby incorporated by reference pursuant to General Instruction E to Form S-8.
Part II
Information Required in the Registration Statement
Item 8. | Exhibits |
Refer to the Exhibit Index on the next page for a list of exhibits filed as part of this registration statement, 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 Philadelphia, Commonwealth of Pennsylvania, on this 10th day of August, 2023.
CABALETTA BIO, INC. | ||
By: | /s/ Steven Nichtberger | |
Steven Nichtberger, M.D. | ||
President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Steven Nichtberger and Anup Marda as such persons true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such persons 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 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 such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 person in the capacities and on the date indicated.
Name |
Title |
Date | ||
/s/ Steven Nichtberger Steven Nichtberger, M.D. |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 10, 2023 | ||
/s/ Anup Marda Anup Marda |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
August 10, 2023 | ||
/s/ Catherine Bollard Catherine Bollard, M.D. |
Director | August 10, 2023 | ||
/s/ Scott C. Brun Scott C. Brun, M.D. |
Director | August 10, 2023 | ||
/s/ Richard Henriques Richard Henriques |
Director | August 10, 2023 | ||
/s/ Mark Simon Mark Simon |
Director | August 10, 2023 | ||
/s/ Shawn Tomasello |
Director | August 10, 2023 | ||
Shawn Tomasello |