SEC Form S-8 filed by TFF Pharmaceuticals Inc.
As filed with the Securities and Exchange Commission on June 14, 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
TFF Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 82-4344737 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
1751
River Run, Suite 400 Fort Worth, Texas |
76107 | |
(Address of Principal Executive Offices) | (Zip Code) |
2021 Stock Incentive Plan
(Full
title of the plan)
Harlan
Weisman, M.D.
Chief Executive Officer
1751 River Run, Suite 400
Fort Worth, Texas 76107
(Name and address of agent for service)
(817) 438-6168
(Telephone number, including area code, of agent for service)
Copy to:
Daniel K. Donahue
Greenberg Traurig, LLP
18565 Jamboree Road, Suite 500
Irvine, California 92612
(949) 732-6500
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 is being filed by TFF Pharmaceuticals, Inc (the “Company”) for the purpose of registering an additional 500,000 shares of the Company’s Common Stock that became reserved for issuance as a result of stockholder approval on June 4, 2024. These additional shares of the Company’s Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Securities and Exchange Commission (the “Commission”) on December 27, 2021 (File No. 333-261896). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of such prior Registration Statement.
Part II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The following documents filed by the Company with the Commission are incorporated by reference into this Registration Statement:
(a) | The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed on March 28, 2024; |
(b) | The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, which was filed on May 14, 2024; |
(c) | The Company’s Current Reports on Form 8-K filed on March 22, 2024, May 2, 2024, May 17, 2024, and June 7, 2024; |
(d) | The description of the Company’s common stock in its Form 8-A12B, which was filed on October 22, 2019, and any amendments or reports filed for the purpose of updating this description; and |
(e) | All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold. |
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Item 8. Exhibits.
Exhibit No. |
Description | Method of Filing | ||
4.1 | Specimen Certificate representing shares of common stock of Registrant | Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on September 27, 2019. | ||
5.1 | Opinion and Consent of Greenberg Traurig, LLP | Filed electronically herewith. | ||
23.1 | Consent of Marcum LLP | Filed electronically herewith. | ||
23.4 | Consent of Greenberg Traurig, LLP | Included in Exhibit 5.1. | ||
24.1 | Power of Attorney | Included on the signature page to this registration statement. | ||
99.1 | TFF Pharmaceuticals, Inc. 2021 Stock Incentive Plan | Incorporated by reference from the Company’s Definitive Proxy Statement filed on September 23, 2021. | ||
107 | Filing Fee Table | Filed electronically herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, Texas on this 14th day of June 2024.
TFF PHARMACEUTICALS, INC. | ||
By: | /s/ Harlan Weisman | |
Harlan Weisman, M.D. | ||
Chief Executive Officer |
Each person whose signature appears below constitutes and appoints Harlan Weisman, M.D., his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, 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 other documents in connection therewith, with the Securities and Exchange Commission, granting unto 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 he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Harlan Weisman | President, | June 14, 2024 | ||
Harlan Weisman, M.D. | Chief
Executive Officer and Director (Principal Executive Officer) |
|||
/s/ Kirk Coleman | Chief Financial Officer, | June 14, 2024 | ||
Kirk Coleman | (Principal
Financial and Accounting Officer) |
|||
/s/ Brandi Roberts | ||||
Robert Roberts | Director | June 14, 2024 | ||
/s/ Robert S. Mills, Jr. | ||||
Robert S. Mills, Jr. | Director | June 14, 2024 | ||
/s/ Stephen Rocamboli | ||||
Stephen Rocamboli | Director | June 14, 2024 | ||
/s/ Catherine Lee | ||||
Catherine Lee | Director | June 14, 2024 | ||
/s/ Michael Patane | ||||
Michael Patane | Director | June 14, 2024 | ||
/s/ Thomas B. King | ||||
Thomas B. King | Director | June 14, 2024 |
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