As
filed with the Securities and Exchange Commission on November 12,
2020
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Monopar
Therapeutics Inc.
(Exact name of
registrant as specified in its charter)
Delaware
(State or other
jurisdiction ofincorporation or organization)
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32-0463781
(I.R.S.
EmployerIdentification No.)
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1000
Skokie Blvd., Suite 350
Wilmette,
IL 60091
(Address of
principal executive offices) (Zip Code)
Monopar
Therapeutics Inc. 2016 Stock Incentive Plan
(Full title of the
plans)
Chandler
Robinson, MD
Chief
Executive Officer
1000
Skokie Blvd., Suite 350
Wilmette,
IL 60091
(Name and Address
of agent for service)
(847)
388-0349
(Telephone
number, including area code, of agent for service)
With
a copy to:
Robert
Rupp, Esq.
John J. Harrington
Baker
& Hostetler LLP
200
Civic Center Drive, Suite 1200
Columbus,
OH 43215
(614)
228-1541
Indicate by check
mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated
filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller Reporting
Company ☒
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Emerging growth
company ☒
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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. ☒
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount to
be Registered(1)
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Proposed
Maximum Offering Price Per Share
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Proposed
Maximum Aggregate Offering Price
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Amount of
Registration Fee
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Common Stock,
$0.001 par value
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1,500,000(2)
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$4.435
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$6,652,500(3)
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$726
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(1)
Pursuant to Rule
416(a) under the Securities Act of 1933, as amended, this
Registration Statement shall also cover any additional shares of
common stock (“Common Stock”) of Monopar Therapeutics
Inc. (the “Registrant”) that become issuable under the
Registrant’s 2016 Stock Incentive Plan (the
“Plan”), by reason of any stock dividend, stock split,
recapitalization or other similar transaction that increases the
number of the outstanding shares of the Registrant’s common
stock.
(2)
Represents shares
of Common Stock reserved for future grant under the
Plan.
(3)
Estimated solely
for purposes of calculating the registration fee in accordance with
Rule 457(h) of the Securities Act of 1933, as amended, by averaging
the high and low sales prices of the Registrant’s common
stock reported on the Nasdaq Capital Market as of a date (November
6, 2020) within five business days prior to filing this
Registration Statement.
REGISTRATION
OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
This
Registration Statement on Form S-8 (the “Registration
Statement”) of Monopar Therapeutics Inc. (the
“Company” or the “Registrant”) is being
filed pursuant to General Instruction E to Form S-8 under the
Securities Act of 1933, as amended, to register 1,500,000
additional shares of the Company’s common stock, $0.001 par
value per share (the “Common Stock”), under the 2016
Stock Incentive Plan (the “Plan”). This Registration
Statement on Form S-8 hereby incorporates by reference the contents
of the Registrant’s registration statement on Form S-8 filed
with the Securities and Exchange Commission (the
“Commission”) on January 3, 2020 (Registration No.
333-235790).
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents filed by the Registrant with the Commission are
incorporated herein by reference:
●
The
Registrant’s Quarterly Report on Form
10-Q for the quarter ended September 30, 2020,
filed with the SEC on November 12, 2020;
●
The
Registrant’s Quarterly Report on Form
10-Q for the
quarter ended June 30, 2020, filed with the SEC on August 6,
2020;
●
The
Registrant’s Quarterly Report on Form
10-Q for the quarter ended March 31, 2020, filed with
the SEC on May 7, 2020;
●
The
Registrant’s Annual Report on Form
10-K for the
year ended December 31, 2019, filed with the SEC on March 27, 2020;
and
All
reports and other documents filed by the Registrant after the date
hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended, 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 herein and to be part hereof from the date of filing of
such reports and documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any 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
Exhibit
Number
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Description
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5.1
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Opinion of Legal
Counsel
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10.1
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Monopar Therapeutics Inc. 2016
Stock Incentive Plan (incorporated by reference to Appendix A to
the Registrant’s DEF14A Proxy Statement (file number
001-39070), filed with the SEC on April 29,
2020)
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23.1
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Consent of Independent
Registered Public Accounting Firm
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23.2
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Consent of Legal Counsel (included
in Exhibit 5.1)
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24.1
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Power of Attorney (included on
signature page)
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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 Wilmette, Illinois, on the 12th day
of November, 2020.
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MONOPAR THERAPEUTICS INC.
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By:
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/s/ Chandler D.
Robinson
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Chandler D.
Robinson
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Chief Executive
Officer and Director
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POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Chandler D. Robinson,
his/her true and lawful attorney-in-fact and agent with full power
of substitution and re-substitution, for him/her and in his/her
name, place and stead, in any and all capacities to sign any or all
amendments (including, without limitation, post-effective
amendments) to this Registration Statement, any related
Registration Statement filed pursuant to Rule 462(b) under the
Securities Act of 1933 and any or all pre- or post-effective
amendments thereto, and to file the same, with all exhibits
thereto, and all 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 for all intents and
purposes as he/she might or could do in person, hereby ratifying
and confirming that said attorney-in-fact and agent, or any
substitute or substitutes for him, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, the following persons
in the capacities and on the dates indicated have signed this
Registration Statement below.
Signatures
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Title
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Date
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/s/ Chandler D.
Robinson
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November 12,
2020
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Chandler D.
Robinson
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Chief Executive
Officer and Director (Principal Executive Officer)
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/s/ Kim R.
Tsuchimoto
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November 12,
2020
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Kim R.
Tsuchimoto
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Chief Financial
Officer (Principal Financial and Accounting Officer)
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/s/ Andrew P.
Mazar
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November
12, 2020
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Andrew P.
Mazar
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Chief Scientific
Officer and Director
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/s/ Christopher M.
Starr
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November
12, 2020
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Christopher M.
Starr
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Executive Chairman
of the Board and Director
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/s/ Raymond W.
Anderson
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November
12, 2020
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Raymond W.
Anderson
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Director
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/s/ Michael J.
Brown
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November
12, 2020
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Michael J.
Brown
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Director
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/s/ Arthur J.
Klausner
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November
12, 2020
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Arthur J.
Klausner
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Director
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EXHIBIT INDEX
Exhibit
Number
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Description
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5.1
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10.1
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Monopar Therapeutics Inc. 2016
Stock Incentive Plan (incorporated by reference to Appendix A to
the Registrant’s
DEF14A Proxy Statement (file number 001-39070), filed with the
SEC on April 29, 2020)
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23.1
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23.2
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24.1
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Power of Attorney (included on
signature page)
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