Initial Registration Statement for Employee Benefit Plan (SEC Filing - S-8)

As filed with the Securities and Exchange Commission on September 20, 2021

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SPERO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		46-4590683
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
675 Massachusetts Avenue, 14th Floor Cambridge, Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

SPERO THERAPEUTICS, INC. 2017 STOCK INCENTIVE PLAN, AS AMENDED

(Full title of the plan)

Ankit Mahadevia, M.D., Chief Executive Officer and President

Spero Therapeutics, Inc.

675 Massachusetts Avenue, 14th Floor

Cambridge, Massachusetts 02139

(Name and address of agent of service)

(857) 242-1600

(Telephone number, including area code, of agent for service)

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. ☒

CALCULATION OF REGISTRATION FEE

Title 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		3,170,254 shares		$18.46		$58,522,888.84		$6,384.85

(1)

The number of shares of common stock, par value $0.001 per share ("Common Stock"), of Spero Therapeutics, Inc. (the "Registrant") stated above consists of additional shares of common stock available for issuance under the Spero Therapeutics, Inc. 2017 Stock Incentive Plan, as amended (the "2017 Plan"). The maximum number of shares which may be sold upon the exercise of such options or issuance of stock-based awards granted under the 2017 Plan are subject to adjustment in accordance with certain anti-dilution and other provisions of the 2017 Plan. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.

(2)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future grant or issuance under the 2017 Plan are based on the average of the high and the low price of Registrant's Common Stock as reported on The Nasdaq Global Select Market as of a date (September 15, 2021) within five business days prior to filing this Registration Statement.

EXPLANATORY NOTE

This registration statement registers an aggregate of 3,170,254 additional shares of the Registrant's common stock reserved under the 2017 Plan, representing an increase of 3,170,254 shares reserved under the 2017 Plan effective August 17, 2021. This registration statement registers additional securities of the same class as other securities for which a registration statement filed on Form S-8 (File No. 333-222060) relating to an employee benefit plan is effective. The information contained in the Registrant's registration statement on Form S-8 filed with the Securities and Exchange Commission on December 14, 2017 (File No. 333-222060) is hereby incorporated by reference pursuant to General Instruction E of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Exhibit Number

Exhibit Description

Filed Herewith

Incorporated by Reference herein from Form or Schedule

Filing Date

SEC File/ Reg. Number

4.1

Form of Common Stock Certificate of Registrant.

Form S-1 (Exhibit 4.1)

10/6/2017

333-220858

4.2

Amended and Restated Certificate of Incorporation of the Registrant.

Form 8-K (Exhibit 3.1)

11/6/2017

001-38266

4.3

Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Registrant.

Form 8-K (Exhibit 3.1)

8/18/2021

001-38266

4.4

Amended and Restated Bylaws of the Registrant.

Form 8-K (Exhibit 3.2)

11/6/2017

001-38266

4.5

2017 Stock Incentive Plan, as amended.

Form 8-K (Exhibit 10.1)

8/18/2021

001-38266

4.6

Form of Stock Option Agreement under the 2017 Stock Incentive Plan, as amended.

X

4.7

Form of Restricted Stock Unit Agreement under the 2017 Stock Incentive Plan, as amended.

Form 8-K (Exhibit 10.1)

8/30/21

001-38266

5.1

Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

X

23.1

Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.

X

23.2

Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in opinion of counsel filed Exhibit 5.1).

X

24.1

Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement.

X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Cambridge, Commonwealth of Massachusetts, on September 20, 2021.

Each person whose signature appears below constitutes and appoints Ankit Mahadevia, M.D. and Satyavrat Shukla, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 of Spero Therapeutics, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Ankit Mahadevia, M.D.		Chief Executive Officer and President and Director		September 20, 2021
Ankit Mahadevia, M.D.		(Principal Executive Officer)
/s/ Satyavrat Shukla		Chief Financial Officer and Treasurer		September 20, 2021
Satyavrat Shukla		(Principal Financial Officer and Principal Accounting Officer)
/s/ Milind Deshpande, Ph.D.		Director		September 20, 2021
Milind Deshpande, Ph.D.
/s/ Jean-François Formela, M.D.		Director		September 20, 2021
Jean-François Formela, M.D.
/s/ Scott Jackson		Director		September 20, 2021
Scott Jackson
/s/ John C. Pottage, M.D.		Director		September 20, 2021
John C. Pottage, M.D.
/s/ Cynthia Smith		Director		September 20, 2021
Cynthia Smith
/s/ Frank E. Thomas		Director		September 20, 2021
Frank E. Thomas
/s/ Patrick Vink, M.D.		Director		September 20, 2021
Patrick Vink, M.D.

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