As filed with the Securities and Exchange Commission on October 1, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAVARA INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 84-1318182 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 1717 Langhorne Newtown Rd. Suite 300 Langhorne, PA |
19047 | |
| (Address of principal executive offices) | (Zip code) | |
SAVARA INC. 2021 INDUCEMENT EQUITY INCENTIVE PLAN
(Full title of the plan)
Matthew Pauls
Chief Executive Officer
Savara Inc.
1717 Langhorne Newtown Rd.
Suite 300
Langhorne, PA 19047
(Name and address of agent for service)
(512) 614-1848
(Telephone number, including area code, of agent for service)
Copies to:
John Martini, Esq.
Polsinelli PC
1717 Arch St., Suite 2800
Philadelphia, PA 19103
(215) 267-3001
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. (Check one):
| 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
Savara Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 (“Registration Statement”) to register the offer and sale of an additional 750,000 shares of common stock of the Registrant for issuance under the Savara Inc. 2021 Inducement Equity Incentive Plan, as amended (the “Inducement Plan”). In accordance with General Instruction E to Form S-8, the contents of the prior registration statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 6, 2021 (File No. 333-257711), March 30, 2022 (File No. 333-263976), November 21, 2022 (File No. 333-268494), January 20, 2023 (File No. 333-269310), March 30, 2023 (File No. 333-271004), June 16, 2023 (File No. 333-272724), and March 7, 2024 (File No. 333-277743) with respect to the Inducement Plan, are hereby incorporated by reference and made part of this Registration Statement, except as amended hereby.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in this Item 1 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
Item 2. Registration Information and Employee Plan Annual Information
The documents containing the information specified in this Item 2 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In accordance with the rules and regulations of the Commission and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. Such documents, together with the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act, and are available, without charge, upon written or oral request to: Savara Inc., Attn: Chief Financial & Administrative Officer, 1717 Newtown Langhorne Rd., Suite 300, Langhorne, PA 19047, Tel: (512) 614-1848.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission (other than information in a Current Report on Form 8-K that is furnished and not filed pursuant to Form 8-K and, except as may be noted in any such Current Report on Form 8-K, exhibits filed on such form that are related to such information):
(i) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 7, 2024, including the information specifically incorporated by reference therein from our Definitive Proxy Statement on Schedule 14A filed with the Commission on April 26, 2024, pursuant to Section 13 of the Securities Exchange Act of 1934, as amended (the “1934 Act”);
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(ii) The Registrant’s Quarterly Report on Form 10-Q for the period ended March 31, 2024, filed with the Commission on May 9, 2024, and the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2024, filed with the Commission on August 12, 2024;
(iii) The Registrant’s Current Reports on Form 8-K filed with the Commission pursuant to Section 13 of the 1934 Act on January 25, 2024, February 16, 2024, April 12, 2024, June 7, 2024, June 10, 2024, June 26, 2024, and June 28, 2024; and
(iv) The description of the Registrant’s Common Stock included in the Registrant’s Registration Statement on Form 8-A filed on April 27, 2017 (File No. 001-32157-17789572), including any amendment or report updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
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SIGNATURES
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 Langhorne, State of Pennsylvania, on October 1, 2024.
| SAVARA INC. | ||
| By: | /s/ Matthew Pauls | |
| Matthew Pauls | ||
| Title: Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Matthew Pauls and David Lowrance, and each 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 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 other documents in connection therewith, with the Securities and Exchange 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 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 any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
| Signature |
Title |
Date | ||
| /s/ Matthew Pauls Matthew Pauls |
Chief Executive Officer and Director (Principal Executive Officer) |
October 1, 2024 | ||
| /s/ Dave Lowrance Dave Lowrance |
Chief Financial Officer (Principal Financial and Accounting Officer) |
October 1, 2024 | ||
| /s/ Nevan Elam Nevan Elam |
Director | October 1, 2024 | ||
| /s/ Rick Hawkins Rick Hawkins |
Director | October 1, 2024 | ||
| /s/ Joseph McCracken |
Director | October 1, 2024 | ||
| Joseph McCracken | ||||
| /s/ David Ramsay |
Director | October 1, 2024 | ||
| David Ramsay | ||||
| /s/ An Van Es-Johansson An Van Es-Johansson |
Director | October 1, 2024 | ||