SEC Form S-8 filed by Harmony Biosciences Holdings Inc.

As filed with the United States Securities and Exchange Commission on February 25, 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

HARMONY BIOSCIENCES HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

​

​

​

2020 Incentive Award Plan

2020 Employee Stock Purchase Plan

(Full title of the plan)

​

Jeffrey M. Dayno

President, Chief Executive Officer and Director

630 W. Germantown Pike, Suite 215

Plymouth Meeting, Pennsylvania 19462

(484) 539-9800

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Christopher D. Lueking, Esq.

Jonathan E. Sarna, Esq.

Latham & Watkins LLP

330 North Wabash Avenue, Suite 2800

Chicago, Illinois 60611

Telephone (312) 876-7700

​

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.

​

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

This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Harmony Biosciences Holdings, Inc. (the “Registrant”) for the purpose of registering (i) 2,285,795 additional shares of the Registrant’s common stock, par value $0.00001 per share (the “Common Stock”) under the Registrant’s 2020 Incentive Award Plan (the “2020 Incentive Award Plan”) and (ii) 571,449 additional shares of Common Stock under the Registrant’s 2020 Employee Stock Purchase Plan (the “2020 ESPP” and, together with the 2020 Incentive Award Plan, the “Plans”).

​

In accordance with General Instruction E of Form S-8, the contents of the prior Registration Statements on Form S-8 (Registration Nos. 333-248243, 333-263077, 333-271570 and 333-277269) (the “Prior Registration Statements”) previously filed with the Securities and Exchange Commission (the “Commission”) are incorporated by reference to the extent not modified or superseded by the Prior Registration Statements, by the information included herein or by any subsequently filed document that is incorporated by reference in this Registration Statement or the Prior Registration Statements.

​

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.Plan Information.

Not required to be filed with this Registration Statement.

Item 2.Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

Not required to be filed with this Registration Statement.

Item 4.Description of Securities.

Not required to be filed with this Registration Statement.

Item 5.Interests of Named Experts and Counsel.

Not required to be filed with this Registration Statement.

Item 6.Indemnification of Directors and Officers.

Not required to be filed with this Registration Statement.

Item 7.Exemption from Registration Claimed.

Not required to be filed with this Registration Statement.

​

Item 8.Exhibits.

The following documents are filed as exhibits to this Registration Statement:

​

* Filed herewith.

Item 9.Undertakings.

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided however, That: Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained

​

in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement; and 

​

​

SIGNATURES

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 Plymouth Meeting, State of Pennsylvania, on the 25th day of February, 2025.

​

​

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey M. Dayno and Sandip Kapadia, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, increasing the number of securities for which registration is sought), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact, proxy, 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

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:

​