SEC Form S-8 filed by Kiora Pharmaceuticals Inc.
$KPRX
Biotechnology: Pharmaceutical Preparations
Health Care
As filed with the Securities and Exchange Commission on March 25, 2025
Commission File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
KIORA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 98-0443284 | |||||||
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |||||||
332 Encinitas Boulevard Suite 102 Encinitas, CA | 92024 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
Kiora Pharmaceuticals, Inc. 2024 Equity Incentive Plan
(Full title of the plan)
Brian M. Strem, Ph.D.
President and Chief Executive Officer
Kiora Pharmaceuticals, Inc.
332 Encinitas Boulevard, Suite 102
Encinitas, CA 92024
President and Chief Executive Officer
Kiora Pharmaceuticals, Inc.
332 Encinitas Boulevard, Suite 102
Encinitas, CA 92024
858-224-9600
(Name, address, including zip code and telephone number, including area code, of agent for service)
with copies to:
Robert A. Petitt, Esq.
Blank Rome LLP
125 High Street
Boston, MA 02110
Telephone: (617) 415-1200
(Name, address and telephone number)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
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INCORPORATION BY REFERENCE OF PRIOR REGISTRATION STATEMENT
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Kiora Pharmaceuticals, Inc., a Delaware corporation (the “Registrant”), and relates to 120,031 shares of common stock, par value $0.01 per share (the “Common Stock”) issuable under the 2024 Equity Incentive Plan (the “2024 Plan”) that became reserved for issuance as a result of the operation of the “evergreen” provision of the 2024 Plan, which provides that the total number of shares subject to such plan will be increased on January 1 of each of the ten (10) calendar years during the term of the 2024 Plan pursuant to a specified formula.
The shares of Common Stock included in this Registration Statement are in addition to the shares of Common Stock relating to the 2024 Plan that were registered on the Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on May 10, 2024 (SEC File No. 333-279296) (the “Prior Registration Statement”).
This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement related, and is submitted in accordance with General Instruction E to Form S-8 regarding the Registration of Additional Securities. Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as supplemented by the information set forth below.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, as filed with the Commission, are incorporated by reference into this Registration Statement by the Registrant:
(a) the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 25, 2025;
(b) the Registrant’s Current Report on Form 8-K filed on January 15, 2025 (in each case, except for information contained therein which is furnished rather than filed); and
(c) the description of the Registrant’s Common Stock in Amendment No. 1 to the Registrant’s Registration Statement on Form 8-A (File No. 001-36672) filed with the Commission on July 30, 2015, as amended by Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 4, 2020, including any amendments thereto or reports filed for the purposes of updating this description.
All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities
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then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part of this Registration Statement from the date of the filing of such documents.
To the extent that any information contained in any Current Report on Form 8-K, or any exhibit thereto, is or was furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement or, where so indicated have been previously filed and are incorporated herein by reference.
Exhibit Number | Description of Exhibit | |||||||
3.1 | ||||||||
3.2 | ||||||||
3.3 | ||||||||
3.4 | ||||||||
3.5 | ||||||||
3.6 | ||||||||
3.7 | ||||||||
3.8 | ||||||||
| 3.9 | ||||||||
| 3.10 | ||||||||
4.1 | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 23.3 | Consent of Blank Rome LLP (included in Exhibit 5.1). | |||||||
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| 24.1 | Power of Attorney (contained on signature page hereto). | |||||||
FILING FEES | ||||||||
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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 Encinitas, State of California, on this 10th day of May, 2024.
| KIORA PHARMACEUTICALS, INC. | ||||||||
| By: | /s/ Brian M. Strem, Ph.D. | |||||||
| Brian M. Strem, Ph.D. | ||||||||
| President and Chief Executive Officer | ||||||||
POWER OF ATTORNEY AND SIGNATURES
Each of the undersigned officers and directors of the Company hereby constitutes and appoints Brian M. Strem, Ph.D. and/or Melissa Tosca as his or her true and lawful attorneys-in-fact and agents, severally, with full power of substitution and resubstitution, in his or her name and on his or her behalf, 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 all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power of authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, thereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Brian M. Strem, Ph.D. | President, Chief Executive Officer and Director | March 25, 2025 | ||||||||||||
| Brian M. Strem, Ph.D. | (principal executive officer) | |||||||||||||
| /s/ Melissa Tosca | Chief Financial Officer | March 25, 2025 | ||||||||||||
| Melissa Tosca | (principal financial and accounting officer) | |||||||||||||
| /s/ Praveen Tyle | Chairman | March 25, 2025 | ||||||||||||
| Praveen Tyle | ||||||||||||||
| /s/ Lisa Walters-Hoffert | Director | March 25, 2025 | ||||||||||||
| Lisa Walters-Hoffert | ||||||||||||||
| /s/ David Hollander | Director | March 25, 2025 | ||||||||||||
| David Hollander | ||||||||||||||
| /s/ Erin Parsons | Director | March 25, 2025 | ||||||||||||
| Erin Parsons | ||||||||||||||
| /s/ Aron Shapiro | Director | March 25, 2025 | ||||||||||||
| Aron Shapiro | ||||||||||||||
| /s/ Carmine Stengone | Director | March 25, 2025 | ||||||||||||
| Carmine Stengone | ||||||||||||||
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