Praxis Precision Medicines Inc.
02/28/2025 | Press release | Distributed by Public on 02/28/2025 07:51
Initial Registration Statement for Employee Benefit Plan (Form S-8)
As filed with the Securities and Exchange Commission on February 28, 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
PRAXIS PRECISION MEDICINES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 47-5195942 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
|
99 High Street, 30th Floor Boston, MA |
02110 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
PRAXIS PRECISION MEDICINES, INC. 2020 STOCK OPTION AND INCENTIVE PLAN
PRAXIS PRECISION MEDICINES, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Marcio Souza
Chief Executive Officer
Praxis Precision Medicines, Inc.
99 High Street, 30th Floor
Boston, MA 02110
(Name and address of agent for service)
617-300-8460
(Telephone number, including area code, of agent for service)
Copies to:
Peter N. Handrinos
Jennifer A. Yoon
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
(617) 880-4500
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 | x | 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 pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Part I
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 971,117 shares of common stock, $0.0001 par value per share ("Common Stock") of Praxis Precision Medicines, Inc. (the "Registrant") to be issued pursuant to the Praxis Precision Medicines, Inc. 2020 Stock Option and Incentive Plan (the "2020 Plan") and an additional 194,223 shares of the Registrant's Common Stock to be issued pursuant to the Praxis Precision Medicines, Inc. 2020 Employee Stock Purchase Plan (the "2020 ESPP"). Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plans are effective.
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8
Except as set forth below, the contents of the Registration Statements on Form S-8 (File Nos. 333-249522, 333-254410, 333-263081, 333-269615, 333-277652 and 333-276786) filed with the Securities and Exchange Commission, relating to the 2020 Plan and 2020 ESPP, are incorporated by reference herein.
| Item 8. | Exhibits. |
| * | Filed herewith. |
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 Boston, Commonwealth of Massachusetts, on February 28, 2025.
| Praxis Precision Medicines, Inc. | ||
| By: | /s/ Marcio Souza | |
| Marcio Souza | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Marcio Souza and Timothy Kelly, and each of them, as such person's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for such person in such person's, place and stead, in any and all capacities, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 of Praxis Precision Medicines, Inc., and any or all amendments (including post-effective amendments), 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 or necessary to be done in connection therewith 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 attorneys-in-fact and agents or any of them, or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, 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/ Marcio Souza | Chief Executive Officer and Director | February 28, 2025 | ||
| Marcio Souza | (Principal Executive Officer) | |||
| /s/ Timothy Kelly | Chief Financial Officer | February 28, 2025 | ||
| Timothy Kelly | (Principal Financial Officer) | |||
| /s/ Lauren Mastrocola | Principal Accounting Officer | February 28, 2025 | ||
| Lauren Mastrocola | ||||
| /s/ Dean Mitchell | Chairman of the Board | February 28, 2025 | ||
| Dean Mitchell | ||||
| /s/ Jeffrey Chodakewitz | Director | February 28, 2025 | ||
| Jeffrey Chodakewitz, M.D. | ||||
| /s/ Merit Cudkowicz | Director | February 28, 2025 | ||
| Merit Cudkowicz, M.D. | ||||
| /s/ Jill DeSimone | Director | February 28, 2025 | ||
| Jill DeSimone | ||||
| /s/ Gregory Norden | Director | February 28, 2025 | ||
| Gregory Norden | ||||
| /s/ William Young | Director | February 28, 2025 | ||
| William Young |