As filed with the Securities and Exchange Commission on March 2, 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
________________
CHIMERIX, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 33-0903395 | ||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
2505 Meridian Parkway, Suite 100
Durham, NC 27713
(Address of Principal Executive Offices)
________________
2013 Equity Incentive Plan
2013 Employee Stock Purchase Plan
(Full Title of the Plan)
Michael A. Sherman
President and Chief Executive Officer
Chimerix, Inc.
2505 Meridian Parkway, Suite 100
Durham, NC 27713
(Name and Address of Agent for Service)
(919) 806-1074
(Telephone Number, Including Area Code, of Agent for Service)
________________
Copies to:
Michael T. Andriole Chief Financial Officer and Chief Business Officer Chimerix, Inc. 2505 Meridian Parkway, Suite 100 Durham, NC 27713 (919) 806-1074 | Jason L. Kent, Esq. Cooley LLP 55 Hudson Yards New York, NY (212) 479-6044 | ||||
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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 x | Smaller reporting company x | ||||
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. ¨
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENTS ON FORM S-8
This Registration Statement on Form S-8 is being filed for the purpose of increasing the number of securities of the same class as other securities for which Registration Statements on Form S-8 relating to the same benefit plans are effective. The Registrant previously registered shares of its Common Stock for issuance under the EIP and the ESPP under Registration Statements on Form S-8 filed with the Securities and Exchange Commission on April 11, 2013 (File No. 333-187860), March 7, 2014 (File No. 333-194408), March 6, 2015 (File No. 333-202582), February 29, 2016 (File No. 333-209802), March 2, 2017 (File No. 333-216396), March 1, 2018 (File No. 333-223344), March 5, 2019 (File No. 333-230071), August 8, 2019 (File No. 333-233115), February 25, 2020 (File No. 333-236610), February 25, 2021 (File No. 333-253494) and March 1, 2022 (File No. 333-263131). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
| Item 8. | Exhibits. | ||||
| Exhibits: | Description | ||||||||||
| 4.1 | |||||||||||
| 4.2 | |||||||||||
| 4.3 | |||||||||||
| 5.1 | |||||||||||
| 23.1 | |||||||||||
| 23.2 | |||||||||||
| 24.1 | |||||||||||
| 99.1 | |||||||||||
| 99.2 | |||||||||||
| 99.3 | |||||||||||
| 107 | |||||||||||
____________________
(1) Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed on April 16, 2013.
(2) Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, filed on December 9, 2022.
(3) Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (No. 333-187145), filed on March 8, 2013, as amended.
(4) Incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, filed on June 23, 2014.
(5) Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed on November 7, 2016.
(6) Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 (No. 333-187145), filed on March 8, 2013, as amended.
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 the City of Durham, State of North Carolina, on March 2, 2023.
Chimerix, Inc.
| By: | /s/ Michael A. Sherman | ||||
| Michael A. Sherman | |||||
| President and Chief Executive Officer | |||||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Sherman and Michael Andriole, and each or either of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||
/s/ Michael A. Sherman Michael A. Sherman | President, Chief Executive Officer and Director (Principal Executive Officer) | March 2, 2023 | ||||||
/s/ Michael T. Andriole Michael T. Andriole | Chief Business and Financial Officer (Principal Financial Officer) | March 2, 2023 | ||||||
/s/ David Jakeman David Jakeman | Executive Director of Finance and Accounting (Principal Accounting Officer) | March 2, 2023 | ||||||
/s/ Martha J. Demski Martha J. Demski | Chair of the Board of Directors | March 2, 2023 | ||||||
/s/ Catherine L. Gilliss Catherine L. Gilliss, PhD, RN, FAAN | Member of the Board of Directors | March 2, 2023 | ||||||
/s/ Patrick Machado Patrick Machado | Member of the Board of Directors | March 2, 2023 | ||||||
/s/ Robert J. Meyer Robert J. Meyer, MD | Member of the Board of Directors | March 2, 2023 | ||||||
/s/ Fred A. Middleton Fred A. Middleton | Member of the Board of Directors | March 2, 2023 | ||||||
/s/ Pratik S. Multani Pratik S. Multani, MD | Member of the Board of Directors | March 2, 2023 | ||||||
/s/ Vicki Vakiener Vicki Vakiener | Member of the Board of Directors | March 2, 2023 | ||||||
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Chimerix, Inc.
(Exact name of Registrant as Specified in its Charter)
Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share(2) | Maximum Aggregate Offering Price(2) | Fee Rate | Amount of Registration Fee | |||||||||||||||||||
Fees to be Paid | Equity | Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2013 Equity Incentive Plan | Other(2) | 3,522,165 shares(3) | $1.57 | $5,529,799.05 | 0.0001102 | $610.00 | ||||||||||||||||||
Equity | Common Stock, $0.001 par value per share, reserved for issuance pursuant to the 2013 Employee Stock Purchase Plan | Other(2) | 422,535 shares(4) | $1.57 | $663,379.95 | 0.0001102 | $74.00 | |||||||||||||||||||
Total Offering Amounts | -- | $6,193,179.00 | -- | $684.00 | ||||||||||||||||||||||
Total Fees Previously Paid | -- | -- | -- | -- | ||||||||||||||||||||||
Total Fee Offsets | -- | -- | -- | -- | ||||||||||||||||||||||
Net Fee Due | -- | -- | -- | $684.00 | ||||||||||||||||||||||
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock (the “Common Stock”) that become issuable under the plans by reason of any stock dividend, stock split, recapitalization or other similar transaction.
(2) This estimate is made pursuant to Rule 457(c) and Rule 457(h)(1) of the Securities Act solely for purposes of calculating the registration fee. The price per share and aggregate offering price are based upon the average of the high and low prices of the Common Stock on February 23, 2023, as reported on the Nasdaq Global Market.
(3) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2013 Equity Incentive Plan (the “EIP”) on January 1, 2023 pursuant to an “evergreen” provision contained in the EIP. Pursuant to such provision, on January 1st of each year commencing in 2014 and ending on (and including) January 1, 2023, the number of shares authorized for issuance under the EIP is automatically increased by a number equal to: (a) 4% of the total number of shares of capital stock outstanding on December 31 of the preceding calendar year; or (b) such lesser number of shares of Common Stock as is determined by the Registrant’s board of directors (the “Board”) for the applicable year.
Exhibit 107
(4) Represents shares of Common Stock that were automatically added to the shares authorized for issuance under the Registrant’s 2013 Employee Stock Purchase Plan (the “ESPP”) on January 1, 2023 pursuant to an “evergreen” provision contained in the ESPP. Pursuant to such provision, on January 1st of each year commencing in 2014 and ending on (and including) January 1, 2023, the number of shares authorized for issuance under the ESPP is automatically increased by a number equal to the least of: (a) 1% of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year; (b) 422,535 shares; or (c) a number determined by the Board that is less than (a) and (b).
Exhibit 5.1
[LETTERHEAD OF COOLEY LLP]
Jason L. Kent
T: +1 212 479 6044
jkent@cooley.com
March 2, 2023
Chimerix, Inc.
2505 Meridian Parkway, Suite 100
Durham, NC 27713
Ladies and Gentlemen:
You have requested our opinion, as counsel to Chimerix, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), covering the offering of up to 3,944,700 shares of the Company's Common Stock, $0.001 par value (the “Shares”), consisting of (a) 3,522,165 shares issuable pursuant to the Company’s 2013 Equity Incentive Plan (the “Incentive Plan”) and (b) 422,535 shares issuable pursuant to the Company’s 2013 Employee Stock Purchase Plan (together with the Incentive Plan, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related prospectus, (b) the Plans, (c) the Company's certificate of incorporation and bylaws, each as currently in effect and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed solely with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in accordance with the Plans, the Registration Statement and related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.
Sincerely,
Cooley LLP
By: /s/ Jason L. Kent
Jason L. Kent
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 2013 Equity Incentive Plan and 2013 Employee Stock Purchase Plan of Chimerix, Inc. of our reports dated March 2, 2023, with respect to the consolidated financial statements of Chimerix, Inc. and the effectiveness of internal control over financial reporting of Chimerix, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
| /s/ Ernst & Young LLP | ||||||||
| Raleigh, North Carolina | ||||||||
| March 2, 2023 | ||||||||