SEC Form S-8 filed by Seres Therapeutics Inc.
As filed with the Securities and Exchange Commission on May 7, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SERES THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 27-4326290 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
101 Cambridgepark Drive
Cambridge, MA 02140
(Address of Principal Executive Offices) (Zip Code)
Seres Therapeutics, Inc. 2025 Incentive Award Plan
(Full Title of the Plan)
Eric D. Shaff.
President and Chief Executive Officer
Seres Therapeutics, Inc.
101 Cambridgepark Drive
Cambridge, MA 02140
(Name and Address of Agent for Service)
(617) 945-9626
(Telephone Number, including Area Code, of Agent for Service)
Copies to:
Peter N. Handrinos, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
(617) 948-6060
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 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 is being filed for the purpose of registering 479,750 shares of the Registrant’s common stock to be issued pursuant to the Seres Therapeutics, Inc. 2025 Incentive Award Plan (the “2025 Plan”). On April 10, 2025, the Registrant’s stockholders approved the amendment and restatement of the Seres Therapeutics, Inc. 2015 Incentive Award Plan (the “2015 Plan”) to, among other things, authorize the issuance of 2,230,243 shares of the Registrant’s common stock for awards under the amended and restated 2015 Plan, which includes 1,750,493 shares previously authorized for issuance under the 2015 Plan plus an increase of 479,750 shares, and extend the term of the amended and restated 2015 Plan to March 3, 2035. In connection with amending and restating the 2015 Plan, the name of the 2015 Plan was updated to the 2025 Plan.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
The contents of the Registration Statements on Form S-8 (File Nos. 333-205253, 333-210171, 333-223514, 333-230092, 333-236824, 333-253776, 333-263134, 333-270319, 333-277658 and 333-285769), including any amendments thereto, filed with the Securities and Exchange Commission, relating to the 2025 Plan (as an amendment and restatement of the 2015 Plan), are incorporated by reference herein.
| Item 8. | Exhibits. |
| + | 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 Cambridge, Commonwealth of Massachusetts, on this 7th day of May, 2025.
| SERES THERAPEUTICS, INC. | ||
| By: | /s/ Eric D. Shaff | |
| Eric D. Shaff | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Eric D. Shaff and Marella Thorell, or either of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to file and sign any and all amendments, including post-effective amendments, to this registration statement, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.
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 | DATE | ||
| /s/ Eric D. Shaff Eric D. Shaff |
President, Chief Executive Officer, Director (principal executive officer) |
May 7, 2025 | ||
| /s/ Marella Thorell Marella Thorell |
Executive Vice President and Chief Financial Officer (principal accounting officer and principal financial officer) |
May 7, 2025 | ||
| /s/ Stephen Berenson Stephen Berenson |
Chairman of the Board | May 7, 2025 | ||
| /s/ Dennis Ausiello Dennis Ausiello, M.D. |
Director | May 7, 2025 | ||
| /s/ Paul R. Biondi Paul R. Biondi |
Director | May 7, 2025 | ||
| /s/ Willard H. Dere Willard H. Dere, M.D. |
Director | May 7, 2025 | ||
| /s/ Claire M. Fraser Claire M. Fraser, Ph.D. |
Director | May 7, 2025 | ||
| /s/ Kurt C. Graves Kurt C. Graves |
Director | May 7, 2025 | ||
| /s/ Richard N. Kender Richard N. Kender |
Director | May 7, 2025 | ||
| /s/ Hans-Juergen Woerle Hans-Juergen Woerle |
Director | May 7, 2025 | ||