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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/23/21 Zymergen Inc. S-8 4/23/21 5:340K Edgarfilings Ltd. |
Document/Exhibit Description Pages Size 1: S-8 Registration Statement - Securities for an HTML 55K Employee Benefit Plan 2: EX-5.1 Opinion of Counsel re: Legality HTML 11K 3: EX-23.1 Consent of Expert or Counsel HTML 5K 4: EX-99.2 Miscellaneous Exhibit HTML 123K 5: EX-99.3 Miscellaneous Exhibit HTML 81K
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1 | 1st Page – Filing Submission | ||||
" | 24.1 |
Delaware
|
46-2942439
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
5980 Horton Street, Suite 105
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Large accelerated filer
|
☐ |
Accelerated filer
|
☐ |
Non-accelerated filer
|
☒ |
Smaller reporting company
|
☐ |
Emerging growth company
|
☒ |
Title of Each Class of Securities
to be Registered
|
Amount
to be
Registered(1)
|
Proposed
Maximum
Offering Price
Per Share(2)
|
Proposed
Maximum
Aggregate
Offering Price(2)
|
Amount of
Registration Fee
|
Common Stock, par value $0.001 per share
|
19,288,139
|
$12.26-$31.00
|
$478,669,094
|
$52,223
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become
issuable under the Zymergen, Inc. 2021 Incentive Award Plan, as amended (the “2021 Plan”), the Zymergen, Inc. Employee Stock Purchase Plan (the “ESPP”), as amended, and the Zymergen, Inc. 2014 Stock Plan, as amended (the “2014 Plan”), by
reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.
|
(2)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the
aggregate offering price (a) for outstanding options granted under the 2014 Plan are based upon the weighted-average exercise price of such outstanding options and (b) for shares initially reserved for future issuance under the 2021 Plan
and the ESPP are based on the initial public offering price of the common stock ($31.00 per share) offered pursuant to the Registration Statement on Form S-1 (File No. 333-254612) that was declared effective on April 21, 2021. The chart
below details the calculations of the registration fee:
|
Securities
|
Number of
Shares
|
Offering Price
Per Share
|
Aggregate
Offering Price
|
Shares issuable upon the exercise of outstanding options granted under the 2014 Plan(3)
|
6,364,099
|
$12.26(2)(a)
|
$78,023,854
|
Shares reserved under the 2020 Plan(3)
|
10,770,034
|
$31.00(2)(b)
|
$333,871,054
|
Shares reserved under the ESPP
|
2,154,006
|
$31.00(2)(b)
|
$66,774,186
|
Proposed Maximum Aggregate Offering Price
|
$478,669,094
|
(3)
|
Pursuant to the terms of the 2021 Plan, any shares subject to outstanding options originally granted under the 2014 Plan that terminate, expire or lapse for any reason without the delivery of shares to the
holder thereof shall become available for issuance pursuant to awards granted under the 2021 Plan.
|
• |
The prospectus filed by the Registrant with the SEC pursuant to Rule 424(b) under the Securities Act, on April 22, 2021, relating to the registration statement on Form S-1, as amended (File No. 333-254612), which contains the Registrant’s
audited financial statements for the latest fiscal year for which such statements have been filed; and
|
• |
The description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (File No. 001-40354), filed by the Registrant with the SEC under Section 12(b) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), on April 19, 2021 including any amendments or reports filed for the purpose of updating such description.
|
• |
any breach of the director’s duty of loyalty to our company or our stockholders;
|
• |
any act or omission not in good faith or which involved intentional misconduct or a knowing violation of law;
|
• |
unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; and
|
• |
any transaction from which the director derived an improper personal benefit.
|
Exhibit
Number
|
Exhibit Description
|
Filed
Herewith
|
|||
Form
|
Date
|
Number
|
|||
Restated Certificate of Incorporation of Zymergen Inc., as currently in effect.
|
S-1
|
03/23/2021
|
3.1
|
||
Form of Amended and Restated Certificate of Incorporation, to be in effect immediately prior to the completion of the Registrant’s initial public offering.
|
S-1/A
|
04/14/2021
|
3.2
|
||
Amended and Restated Bylaws of the Registrant, as currently in effect.
|
S-1
|
03/23/2021
|
3.3
|
||
Form of Amended and Restated Bylaws, to be in effect immediately prior to the completion of the Registrant’s initial public offering.
|
S-1/A
|
04/14/2021
|
3.4
|
||
Form of Stock Certificate for common stock of the Registrant
|
S-1
|
03/26/2021
|
4.2
|
||
Opinion of Freshfields Bruckhaus Deringer US LLP.
|
X
|
||||
Consent of Independent Registered Public Accounting Firm. |
X
|
||||
Consent of Freshfields Bruckhaus Deringer US LLP (included in Exhibit 5.1).
|
X
|
||||
Power of Attorney. Reference is made to the signature page to this registration statement.
|
X
|
||||
2014 Stock Plan, as amended.
|
S-1
|
03/21/2021
|
10.4
|
||
2021 Incentive Award Plan.
|
X | ||||
2021 Employee Stock Purchase Plan.
|
X |
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
||
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
Zymergen Inc.
|
||
By:
|
/s/ Josh Hoffman |
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Name: Josh Hoffman
|
||
Title: Chief Executive Officer
|
Signature
|
Title
|
Date
|
||
/s/ Josh Hoffman
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
|||
/s/ Enakshi Singh
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|||
/s/ Steven Chu
|
Director
|
|||
/s/ Jay T. Flatley
|
Director, Chairperson
|
|||
Director
|
||||
/s/ Travis Murdoch
|
Director
|
|||
/s/ Matthew A. Ocko
|
Director
|
|||
Director
|
||||
/s/ Zach Serber
|
Director
|
|||
/s/ Rohit Sharma
|
Director
|
|||
This ‘S-8’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed as of / Effective on: | 4/23/21 | 424B4 | ||
Filed on: | 4/22/21 | 4, 424B4, EFFECT | ||
4/21/21 | 3, 4, CERT, EFFECT, S-1MEF | |||
4/19/21 | 8-A12B, CORRESP | |||
List all Filings |
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