As filed with the U.S. Securities and Exchange Commission March 28, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Eliem Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 83-2273741 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
PMB #117
2801 Centerville Road 1st Floor
Wilmington, DE
1-877-ELIEMTX (354-3689)
(Address of principal executive offices) (Zip code)
Eliem Therapeutics, Inc. 2021 Equity Incentive Plan
Eliem Therapeutics, Inc. 2021 Employee Stock Purchase Plan
(Full title of the plan)
Andrew Levin, M.D., Ph.D.
Executive Chairman
of the Board of Directors
Eliem Therapeutics, Inc.
PMB #117
2801 Centerville Road 1st Floor
Wilmington, DE
1-877-ELIEMTX (354-3689)
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copy to:
Alan Hambelton
Cooley LLP
1700 Seventh Avenue, Suite 1900
Seattle, Washington 98101
(206) 452-8756
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
Eliem Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional (a) 1,384,972 shares of its common stock, par value $0.0001 per share (the “Common Stock”), issuable to eligible persons under the 2021 Equity Incentive Plan, which Common Stock is in addition to the shares of Common Stock registered on the Registrant’s registration statements on Form S-8 filed on August 12, 2021 (File No. 333-258771), March 7, 2022 (File No. 333-263347) and March 6, 2023 (File No. 333-270304) (together, the “Prior Forms S-8”), and (b) 276,994 shares of Common Stock issuable to eligible persons under the 2021 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Prior Forms S-8.
PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the Prior Forms S-8 are incorporated by reference herein.
All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
ITEM 8. EXHIBITS
| * | Filed herewith |
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 Wilmington, State of Delaware, on this 28th day of March, 2024.
| ELIEM THERAPEUTICS, INC. | ||
| By: | /s/ Andrew Levin | |
| Andrew Levin, M.D., Ph.D. | ||
| Executive Chairman of the Board of Directors | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Andrew Levin as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in their 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 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 connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or his or her substitute or substitutes, 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/ Andrew Levin Andrew Levin, M.D., Ph.D. |
Executive Chairman of the Board of Directors (Principal Executive and Financial Officer) |
March 28, 2024 | ||
| /s/ Emily Pimblett Emily Pimblett |
Chief Accounting Officer (Principal Accounting Officer) |
March 28, 2024 | ||
| /s/ Judith Dunn Judith Dunn, Ph.D. |
Director | March 28, 2024 | ||
| /s/ Liam Ratcliffe Liam Ratcliffe, M.D., Ph.D. |
Director | March 28, 2024 | ||
| /s/ Adam Rosenberg Adam Rosenberg |
Director | March 28, 2024 | ||
| /s/ Simon Tate Simon Tate |
Director | March 28, 2024 | ||