Delaware
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200 Connell Drive, Suite 1600
Berkeley Heights, NJ 07922
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26-4231384
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(State of Incorporation)
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(Address of principal executive offices) (Zip Code)
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(I.R.S. Employer
Identification No.) |
Edge Therapeutics, Inc. 2014 Equity Incentive Plan
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(Full Title of the Plan)
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W. Bradford Middlekauff
Senior Vice President, General Counsel and Secretary
Edge Therapeutics, Inc.
200 Connell Drive, Suite 1600
Berkeley Heights, NJ 07922
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David S. Rosenthal, Esq.
Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
(212) 698-3500
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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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 of Edge Therapeutics, Inc.,
par value $0.00033 per share (“Common Stock”)
|
1,152,433 (2) |
$9.72 (3) |
$11,201,648.76 (3) |
$1,128 |
(1) | Pursuant to Rules 416(a) and 416(c) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement (this “Registration Statement”) shall also cover any additional shares of Common Stock which become issuable under the 2014 Plan (as defined below) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the outstanding shares of Edge Therapeutics, Inc. (the “Registrant”). |
(2) | Represents an automatic increase to the number of shares available for issuance under the Edge Therapeutics, Inc. 2014 Equity Incentive Plan (the “2014 Plan”). Shares available for issuance under the 2014 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on October 21, 2015 (Registration No. 333-207545). |
(3) | Estimated pursuant to Rules 457(c) and 457(h) of the Securities Act, solely for the purpose of calculating the registration fee, based upon the average of the reported high and low sales prices for a share of Common Stock on March 4, 2016 as reported on the NASDAQ Global Select Market. |
EDGE THERAPEUTICS, INC.
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By:
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/s/ Brian A. Leuthner
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Brian A. Leuthner
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President and Chief Executive Officer
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Signature
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Title
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Date
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/s/ Brian A. Leuthner
Brian A. Leuthner
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President and Chief Executive Officer and Director (Principal Executive Officer)
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March 9, 2016
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/s/ Andrew J. Einhorn
Andrew J. Einhorn
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Chief Financial Officer (Principal Financial Officer)
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March 9, 2016
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/s/ Albert N. Marchio, II
Albert N. Marchio, II
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Chief Accounting and Operations Officer (Principal Accounting Officer)
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March 9, 2016
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/s/ Sol Barer
Sol Barer
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Chairman, Board of Directors
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March 9, 2016
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/s/ Isaac Blech
Isaac Blech
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Vice Chairman, Board of Directors
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March 9, 2016
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/s/ R. Loch Macdonald
R. Loch Macdonald
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Chief Scientific Officer and Director
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March 9, 2016
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/s/ Kurt Conti
Kurt Conti
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Director
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March 9, 2016
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/s/ James Loughlin
James Loughlin
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Director
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March 9, 2016
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/s/ Robert Spiegel
Robert Spiegel
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Director
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March 9, 2016
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/s/ James I. Healy
James I. Healy
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Director
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March 9, 2016
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/s/ Anders D. Hove
Anders D. Hove
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Director
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March 9, 2016
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Exhibit
Number
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Description
|
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4.1
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Form of Certificate of Common Stock (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 21, 2015, and incorporated by reference herein).
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4.2
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Edge Therapeutics, Inc. 2014 Equity Incentive Plan and form of Stock Option Agreement (filed as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed with the Commission on September 21, 2015, and incorporated by reference herein).
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5.1
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Opinion of Dechert LLP (counsel to the Registrant) as to the legality of the securities being registered.
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23.1
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Consent of KPMG LLP.
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23.2
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Consent of Dechert LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (contained on the signature page hereto).
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