As filed with the Securities and Exchange Commission on March 13, 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
Lyra Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 84-1700838 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
480 Arsenal Way
Watertown, MA 02472
(Address of Principal Executive Offices) (Zip Code)
Lyra Therapeutics, Inc. 2020 Incentive Award Plan
(Full title of the plan)
Maria Palasis, Ph.D.
President and Chief Executive Officer
Lyra Therapeutics, Inc.
480 Arsenal Way
Watertown, MA 02472
(Name and address of agent for service)
(617) 393-4600
(Telephone number, including area code, of agent for service)
Copies to:
Peter N. Handrinos
Wesley Holmes
Latham & Watkins LLP
200 Clarendon Street, 27th Floor
Boston, MA 02116
(617) 948-6000
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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 2,620,600 shares of Lyra Therapeutics, Inc.’s (the “Registrant”) common stock, $0.001 par value per share (the “Common Stock”) that may become issuable under the Lyra Therapeutics, Inc. 2020 Incentive Award Plan (the “2020 Incentive Plan”) for which registration statements of the Registrant on Form S-8 (File Nos. 333-237973, 333-270949 and 333-278164) are effective.
Pursuant to General Instruction E of Form S-8, the contents of the above referenced prior registration statements on Form S-8, File Nos. 333-237973, 333-270949 and 333-278164, previously filed with respect to the 2020 Incentive Plan, are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein, except for Item 8, which is being updated by this Registration Statement.
Item 8. Exhibits.
| + | Filed herewith. |
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 Watertown, Commonwealth of Massachusetts, on March 13, 2025.
| LYRA THERAPEUTICS, INC. | ||
| By: | /s/ Maria Palasis, Ph.D. | |
| Maria Palasis, Ph.D. | ||
| President and Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Lyra Therapeutics, Inc., hereby severally constitute and appoint Maria Palasis, Ph.D. and Jason Cavalier, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, 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 date indicated.
| Signature |
Title |
Date | ||
| /s/ Maria Palasis, Ph.D. Maria Palasis, Ph.D. |
President, Chief Executive Officer and Director (principal executive officer) | March 13, 2025 | ||
| /s/ Jason Cavalier Jason Cavalier |
Chief Financial Officer and Treasurer (principal financial officer and principal accounting officer) |
March 13, 2025 | ||
| /s/ Harlan W. Waksal, M.D. Harlan W. Waksal, M.D. |
Executive Chair and Chairperson of the Board | March 13, 2025 | ||
| /s/ C. Ann Merrifield C. Ann Merrifield |
Director | March 13, 2025 | ||
| /s/ W. Bradford Smith W. Bradford Smith |
Director | March 13, 2025 | ||
| /s/ Nancy Snyderman, M.D., FACS Nancy Snyderman, M.D., FACS |
Director | March 13, 2025 | ||
| /s/ James R. Tobin James R. Tobin |
Director | March 13, 2025 | ||