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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/08/24 908 Devices Inc. S-8 3/08/24 4:54K Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-8 Registration Statement - Securities for an HTML 32K
Employee Benefit Plan
2: EX-5.1 Opinion of Counsel re: Legality HTML 7K
3: EX-23.1 Consent of Expert or Counsel HTML 5K
4: EX-FILING FEES Filing Fees HTML 13K
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | 24.1 | ||||
| " | Power of Attorney (included on signature page to this registration statement) | ||||
As filed with the Securities and Exchange Commission on March 8, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
908 DEVICES INC.
(Exact name of registrant as specified in its charter)
| Delaware | 45-4524096 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
645 Summer Street
Boston, MA 02210
(857) 254-1500
(Address of Principal Executive Offices)
908 Devices Inc. 2020 Stock Option and Incentive Plan
(Full Title of the Plans)
Kevin J. Knopp
Chief Executive Officer
645 Summer Street
(857) 254-1500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mark J. Macenka
Michael J. Minahan
Goodwin Procter LLP
100 Northern Ave.
Boston, MA 02210
(617) 570-1000
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 | x | Smaller reporting company | x | |||
| Emerging growth company | x | |||||
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
This Registration Statement on Form S-8 registers an additional 1,300,761 shares of the Registrant’s common stock, $0.001 par value per share (the “Common Stock”), to be issued under the Registrant’s 2020 Stock Option and Incentive Plan (the “2020 Plan”). The number of shares of Common Stock reserved and available for issuance under the 2020 Plan is subject to an automatic annual increase on each January 1, beginning in 2022, by an amount equal to the lesser of: (i) four percent (4%) of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31st, or (ii) such number of shares of Common Stock as determined by the Administrator (as defined in the 2020 Plan). Shares available for issuance under the 2020 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on December 28, 2020 (Registration No. 333-251755), Form S-8 filed with the Securities and Exchange Commission on March 11, 2022 (Registration No. 333-263485), and Form S-8 filed with the Securities and Exchange Commission on March 15, 2023 (Registration No. 333-270574) (collectively, the “Registration Statement”). The information contained in the Registration Statement related to the 2020 Plan is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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, State of Massachusetts, on the 8th day of March, 2024.
| 908 DEVICES INC. | ||
| By: | /s/ Kevin J. Knopp, Ph.D. | |
| Kevin J. Knopp, Ph.D. | ||
| Chief Executive Officer and Director | ||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Kevin J. Knopp, Ph.D., who may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each 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 to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated below.
| Name | Title | Date | ||
|
/s/ Kevin J. Knopp, Ph.D. |
Chief Executive Officer and Director (Principal Executive Officer) |
March 8, 2024 | ||
|
/s/ Joseph H. Griffith IV Joseph H. Griffith IV |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 8, 2024 | ||
|
/s/ Keith L. Crandell Keith L. Crandell |
Director | March 8, 2024 | ||
|
/s/ Marcia Eisenberg, Ph.D. Marcia Eisenberg, Ph.D. |
Director | March 8, 2024 | ||
|
/s/ Fenel M. Eloi Fenel M. Eloi |
Director | March 8, 2024 | ||
|
/s/ Jeffrey P. George |
Director | March 8, 2024 | ||
| Jeffrey P. George | ||||
|
/s/ Tony J. Hunt |
Director |
|||
| Tony J. Hunt |
|
/s/ E. Kevin Hrusovksy E. Kevin Hrusovksy |
Director | March 8, 2024 | ||
|
/s/ Mark Spoto |
Director | March 8, 2024 |
| This ‘S-8’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 3/8/24 | 10-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/23 908 Devices Inc. S-8 3/15/23 4:61K Toppan Merrill/FA 3/11/22 908 Devices Inc. S-8 3/11/22 4:64K Toppan Merrill/FA 12/28/20 908 Devices Inc. S-8 12/28/20 3:86K Toppan Merrill/FA 12/14/20 908 Devices Inc. S-1/A 19:10M Toppan Merrill/FA 11/25/20 908 Devices Inc. S-1 14:7M Toppan Merrill/FA |