SEC Form S-8 filed by Sionna Therapeutics Inc.
As filed with the Securities and Exchange Commission on March 2, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Sionna Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 84-2801521 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 21 Hickory Drive, Suite 500 Waltham, MA |
02451 | |
| (Address of Principle Executive Officers) | (Zip Code) | |
Sionna Therapeutics, Inc. 2025 Stock Option and Incentive Plan
(Full title of the plans)
Michael Cloonan, M.B.A.
President and Chief Executive Officer
Sionna Therapeutics, Inc.
21 Hickory Drive, Suite 500
Waltham, MA 02451
(Name and address for agent for service)
(617) 819-2020
(Telephone number, including area code, of agent for service)
Copies to:
William D. Collins
Janet Hsueh
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
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. ☐
Statement of Incorporation by Reference
This Registration Statement on Form S-8 (the “Registration Statement”) is filed to register the offer and sale of an additional 1,788,943 shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), to be issued under the Registrant’s 2025 Stock Option and Incentive Plan. This Registration Statement incorporates by reference the contents of the registration statement on Form S-8 (File No. 333-284778) filed by the Registrant on February 7, 2025.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
| * | 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 Waltham, Massachusetts, on this 2nd day of March, 2026.
| SIONNA THERAPEUTICS, INC. | ||
| By: | /s/ Michael Cloonan | |
| Name: Michael Cloonan, M.B.A. | ||
| Title: President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
Each individual whose signature appears below hereby constitutes and appoints each of Michael Cloonan, M.B.A. and Elena Ridloff, C.F.A., as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s 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, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Name | Title | Date | ||
| /s/ Michael Cloonan Michael Cloonan, M.B.A. |
President, Chief Executive Officer and Director (Principal Executive Officer) |
March 2, 2026 | ||
| /s/ Elena Ridloff Elena Ridloff, C.F.A. |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
March 2, 2026 | ||
| /s/ Paul Clancy Paul Clancy, M.B.A. |
Chair of the Board of Directors | March 2, 2026 | ||
| /s/ Bruce Booth Bruce Booth, D.Phil. |
Director | March 2, 2026 | ||
| /s/ H. Edward Fleming, Jr. H. Edward Fleming, Jr., M.D. |
Director | March 2, 2026 | ||
| /s/ Lucian Iancovici Lucian Iancovici, M.D. |
Director | March 2, 2026 | ||
| /s/ Joshua Resnick Joshua Resnick, M.D., M.B.A. |
Director | March 2, 2026 | ||
| /s/ Marcella Kuhlman Ruddy Marcella Kuhlman Ruddy, M.D. |
Director | March 2, 2026 | ||
| /s/ Laurie Stelzer Laurie Stelzer, M.B.A. |
Director | March 2, 2026 | ||
| /s/ Peter A. Thompson Peter A. Thompson, M.D. |
Director | March 2, 2026 | ||
| /s/ Joanne Louise Viney Joanne Louise Viney, Ph.D. |
Director | March 2, 2026 | ||