08/16/2024 | Press release | Distributed by Public on 08/16/2024 14:21
As filed with the Securities and Exchange Commission on August 16, 2024
Registration No. 333-232372
Registration No. 333-236727
Registration No. 333-253678
Registration No. 333-262950
Registration No. 333-269936
Registration No. 333-277243
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-232372
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-236727
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-253678
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-262950
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-269936
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-277243
UNDER
THE SECURITIES ACT OF 1933
MORPHIC HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware | 47-3878772 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
35 Gatehouse Drive, A2 Waltham, MA |
02451 | |
(Address of Principal Executive Offices) | (Zip Code) |
2018 Stock Incentive Plan
2019 Equity Incentive Plan
2019 Employee Stock Purchase Plan
Amended and Restated 2019 Equity Incentive Plan
2024 Equity Inducement Plan
(Full titles of the plans)
Michael C. Thompson
President and Treasurer
Morphic Holding, Inc.
Lilly Corporate Center
Indianapolis, Indiana 46285
(Name and address of agent for service)
(317) 276-2000
(Telephone number, including area code, of agent for service)
Copy to:
Sophia Hudson, P.C.
Sharon Freiman
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Telephone: (212) 446-4800
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. ☐
DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these "Post-Effective Amendments") filed by Morphic Holding, Inc. (the "Registrant") relate to the following registration statements on Form S-8 (together, the "Registration Statements"):
1. |
Registration Statement No. 333-232372, registering an aggregate of 5,337,188 shares of the Registrant's common stock, $0.0001 par value per share (the "Common Stock"), consisting of (i) 2,989,632 shares of Common Stock issuable under the Registrant's 2019 Equity Incentive Plan (the "2019 Plan"), (ii) 300,000 shares of Common Stock issuable under the Registrant's 2019 Employee Stock Purchase Plan (the "ESPP") and (iii) 2,047,556 shares issuable under the Registrant's 2018 Stock Incentive Plan (the "2018 Plan"), which was filed with the U.S. Securities and Exchange Commission (the "Commission") on June 27, 2019; |
2. |
Registration Statement No. 333-236727, registering an aggregate of 1,505,512 shares of Common Stock consisting of (i) 1,204,410 shares of Common Stock issuable under the 2019 Plan and (ii) 301,102 shares of Common Stock issuable under the ESPP, which was filed with the Commission on February 27, 2020; |
3. |
Registration Statement No. 333-253678, registering an aggregate of 1,606,933 shares of Common Stock consisting of (i) 1,285,547 shares of Common Stock issuable under the 2019 Plan and (ii) 321,386 shares of Common Stock issuable under the ESPP, which was filed with the Commission on March 1, 2021; |
4. |
Registration Statement No. 333-262950, registering an aggregate of 1,854,268 shares of Common Stock consisting of (i) 1,483,415 shares of Common Stock issuable under the 2019 Plan and (ii) 370,853 shares of Common Stock issuable under the ESPP, which was filed with the Commission on February 24, 2022; |
5. |
Registration Statement No. 333-269936, registering an aggregate of 1,929,233 shares of Common Stock consisting of (i) 1,543,387 shares of Common Stock issuable under the Registrant's Amended and Restated 2019 Equity Incentive Plan (the "Amended and Restated 2019 Plan") and (ii) 385,846 shares of Common Stock issuable under the ESPP, which was filed with the Commission on February 23, 2023; and |
6. |
Registration Statement No. 333-277243, registering an aggregate of 2,987,363 shares of Common Stock consisting of (i) 1,989,891 shares of Common Stock issuable under the Amended and Restated 2019 Plan, (ii) 497,472 shares of Common Stock issuable under the ESPP and (iii) 500,000 shares of Common Stock issuable under the Registrant's 2024 Equity Inducement Plan, which was filed with the Commission on February 22, 2024. |
On August 16, 2024, pursuant to the Agreement and Plan of Merger, dated July 7, 2024 (the "Merger Agreement"), by and among the Registrant, Eli Lilly and Company ("Parent") and Rainier Acquisition Corporation ("Purchaser"), Purchaser merged with and into the Registrant (the "Merger"), with the Registrant continuing as the surviving corporation and becoming a wholly-owned subsidiary of Parent. As a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings and sales of securities pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in each of the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities of the Registrant registered under such Registration Statement which remain unsold at the termination of the offering, the Registrant hereby terminates the effectiveness of the Registration Statements and removes from registration all of the securities that remain unsold under the Registration Statements as of the date hereof, if any.
The Registrant is filing these Post-Effective Amendments to withdraw and remove from registration all securities registered pursuant to the Registration Statements that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to these Post-Effective Amendments, there will be no remaining securities registered by the Registrant pursuant to the Registration Statements.
SIGNATURE
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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, Indiana, on August 16, 2024.
MORPHIC HOLDING, INC. | ||
By: |
/s/ Michael C. Thompson |
|
Name: |
Michael C. Thompson |
|
Title: |
President and Treasurer |
Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments.