S-8 POS 1 2023_impl_s-8a.htm S-8 POS S-8 POS

 

As filed with the Securities and Exchange Commission on March 31, 2023

 

Registration No. 333-270870

 

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE

AMENDMENT NO. 1

TO

FORM S-8

 

REGISTRATION STATEMENT

UNDER

 

THE SECURITIES ACT OF 1933

 

 

IMPEL PHARMACEUTICALS INC.

 

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware

26-3058238

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification Number)

 

201 Elliott Avenue West, Suite 260

 

Seattle, WA 98119

 

(206) 568-1466

 

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

2021 Equity Incentive Plan

 

2021 Employee Stock Purchase Plan

 

 

(Full title of the plans)

 

Adrian Adams

 

President and Chief Executive Officer

 

Impel Pharmaceuticals Inc.

 

201 Elliott Avenue West, Suite 260

 

Seattle, WA 98119

 

(206) 568-1466

 

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Please send copies of all communications to:

 

Alan C. Smith, Esq.

 

Amanda L. Rose, Esq.

 

Ryan Mitteness, Esq.

 

Fenwick & West LLP

 

1191 Second Avenue, Floor 10

 

Seattle, WA 98101

 

(206) 389-4510

 

 

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

 

On March 27, 2023, Impel Pharmaceuticals Inc., a Delaware Corporation (the “Company” or the “Registrant”) filed with the Securities and Exchange Commission a Registration Statement on Form S-8 (Registration Statement No. 333-270870) (the “Form S-8”) registering (i) 1,186,965 additional shares of common stock available for issuance under the Registrant’s 2021 Equity Incentive Plan (the “2021 EIP”), pursuant to the provision of the 2021 EIP providing for an annual 5% automatic increase in the number of shares reserved for issuance, and (ii) 237,393 additional shares of the Registrant’s common stock available for issuance under the Registrant’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”), pursuant the provision of the 2021 ESPP providing for an annual 1% automatic increase in the number of shares reserved for issuance.

 

The Registrant is amending the Form S-8 solely to refile the Amended and Restated Bylaws of the Registrant (the “Amended and Restated Bylaws") as an Exhibit 3.2 to the Form S-8, which due to an inadvertent error occurring during the edgarization process, previously included a non-functioning link. . We have included as Exhibit 3.2 to this Post-Effective Amendment No. 1 to the Form S-8 the corrected link for the Amended and Restated Bylaws of the Registrant.

 

 

II-1

 

 


 

 

Exhibit

 

      Incorporated by Reference

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

 

 

 

 

 

 

 

3.1

Restated Certificate of Incorporation, as amended to date.

10-Q

001-40353

3.1

June 7, 2021

 

 

 

 

 

 

 

 

3.2

Amended and Restated Bylaws of the Registrant

10-K/A

001-40353

3.2

March 31, 2023

 

 

 

 

 

 

 

 

4.1

Form of Registrant’s Common Stock certificate

S-1

333-254999

4.1

April 2, 2021

 

 

 

 

 

 

 

 

5.1

Opinion of Fenwick & West LLP

S-8

333-270870

5.1

March 27, 2023

 

 

 

 

 

 

 

 

10.1

2021 Equity Incentive Plan and forms of award agreements thereunder

S-1/A

333-254999

10.4

April 19, 2021

 

 

 

 

 

 

 

 

10.2

2021 Employee Stock Purchase Plan and forms of award agreements thereunder

S-1/A

333-254999

10.5

April 19, 2021

 

 

 

 

 

 

 

 

23.1

Consent of Fenwick & West LLP (contained in Exhibit 5.1)

S-8

333-270870

23.1

March 27, 2023

 

 

 

 

 

 

 

 

23.2

Consent of Independent Registered Public Accounting Firm

S-8

333-270870

23.2

March 27, 2023

 

 

 

 

 

 

 

 

24.1

Power of Attorney (included on the signature page to this Registration Statement)

S-8

333-270870

24.1

March 27, 2023

 

 

 

 

 

 

 

 

107

Filing Fee Table

S-8

333-270870

107

March 27, 2023

 

 

 

 

 


 

 

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 post-effective amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 31st day of March, 2023.

 

IMPEL PHARMACEUTICALS INC.

 

By: /s/ Adrian Adams

 

 

Adrian Adams

 

President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

Signature

 

Title

 

Date

 

/s/ Adrian Adams

 

Chief Executive Officer and Director

March 31, 2023

 

Adrian Adams

 

(Principal Executive Officer)

 

 

/s/ Rajiv Amin

 

Interim Chief Financial Officer

March 31, 2023

 

Rajiv Amin

 

(Principal Financial Officer and Principal Accounting Officer)

 

 

*

 

Director

March 31, 2023

 

David Allison

 

 

 

 

 

 

 

 

 

 

*

 

Director

March 31, 2023

 

Timothy S. Nelson

 

 

 

 

 

 

 

 

 

*

 

Director

March 31, 2023

 

H. Stewart Parker

 

 

 

 

 

 

 

 

 

*

 

Director

March 31, 2023

 

Ali Satvat

 

 

 

 

 

 

 

 

 

*

 

Director

March 31, 2023

 

Mahendra G. Shah

 

 

 

 

 

 

 

 

 

*

 

Director

March 31, 2023

 

Diane E. Wilfong

 

 

 

 

 

 

 

 

 

 

 

* By: /s/ Adrian Adams

Adrian Adams

Attorney-in-fact