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As filed with the Securities and Exchange Commission on March 30, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CANDEL THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
117 Kendrick St Suite 450
Needham, MA 02494
(617) 916-5445
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
Candel Therapeutics, Inc. 2021 Stock Option and Incentive Plan
Candel Therapeutics, Inc. 2021 Employee Stock Purchase Plan
(Full title of the plans)
Paul Peter Tak, M.D., Ph.D.
President and Chief Executive Officer
Candel Therapeutics, Inc.
117 Kendrick St Suite 450
Needham, MA 02494
(617) 916-5445
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
William D. Collins, Esq.
Finnbarr D. Murphy, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 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.
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 relating to the 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (“the “2021 ESPP”) (together, the “Plans”) of Candel Therapeutics, Inc. is being filed for the purpose of registering additional securities of the same class as other securities for which a registration statement on Form S-8 relating to the Plans has previously been filed and is effective. Accordingly, pursuant to General Instruction E, the information contained in the registrant’s registration statement on Form S-8 (File Nos. 333-258279 and 333-263961) is hereby incorporated by reference and made a part of this registration statement, except as presented below in Part II, Item 8. Exhibits.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. |
Exhibits. |
EXHIBIT INDEX
| * |
Filed herewith. |
EXPLANATORY NOTE
This registration statement on Form S-8 relating to the 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (“the “2021 ESPP”) (together, the “Plans”) of Candel Therapeutics, Inc. is being filed for the purpose of registering additional securities of the same class as other securities for which a registration statement on Form S-8 relating to the Plans has previously been filed and is effective. Accordingly, pursuant to General Instruction E, the information contained in the registrant’s registration statement on Form S-8 (File Nos. 333-258279 and 333-263961) is hereby incorporated by reference and made a part of this registration statement, except as presented below in Part II, Item 8. Exhibits.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Exhibits.
EXHIBIT INDEX
Exhibit
No.
Description
Filed herewith.
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 Town of Needham, State of Massachusetts, on this 30th day of March, 2023.
| CANDEL THERAPEUTICS, INC. | ||
| By: |
/s/ Paul Peter Tak |
|
|
Name: Paul Peter Tak, M.D., Ph.D. Title: President and Chief Executive Officer |
||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Paul Peter Tak, M.D., Ph.D. and Jason A. Amello, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s 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 such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 person in the capacities and on the date indicated.
|
Name |
Title |
Date |
||
|
/s/ Paul Peter Tak |
President, Chief Executive Officer and Director | March 30, 2023 | ||
| Paul Peter Tak, M.D., Ph.D. | Principal Executive Officer | |||
|
/s/ Jason A. Amello |
Chief Financial Officer | March 30, 2023 | ||
| Jason A. Amello | Principal Financial Officer and Principal Accounting Officer | |||
|
/s/ Paul B. Manning |
Director | March 30, 2023 | ||
| Paul B. Manning | ||||
|
/s/ Estuardo Aguilar-Cordova |
Director | March 30, 2023 | ||
| Estuardo Aguilar-Cordova, M.D., Ph.D. | ||||
|
/s/ Edward J. Benz, Jr. |
Director | March 30, 2023 | ||
| Edward J. Benz, Jr., M.D. | ||||
|
/s/ Renee Gaeta |
Director | March 30, 2023 | ||
| Renee Gaeta | ||||
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 Town of Needham, State of Massachusetts, on this 30th day of March, 2023.
/s/ Paul Peter Tak
Name: Paul Peter Tak, M.D., Ph.D.
Title: President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Paul Peter Tak, M.D., Ph.D. and Jason A. Amello, as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s 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 such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, 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 person in the capacities and on the date indicated.
Name
Title
Date
/s/ Paul Peter Tak
/s/ Jason A. Amello
/s/ Paul B. Manning
/s/ Estuardo Aguilar-Cordova
/s/ Edward J. Benz, Jr.
/s/ Renee Gaeta
|
/s/ Christopher Martell |
Director | March 30, 2023 | ||
| Christopher Martell | ||||
|
/s/ Joseph C. Papa |
Director | March 30, 2023 | ||
| Joseph C. Papa | ||||
|
/s/ Diem Nguyen |
Director | March 30, 2023 | ||
| Diem Nguyen, Ph.D., M.B.A. | ||||
|
/s/ Gary J. Nabel |
Director | March 30, 2023 | ||
| Gary J. Nabel, M.D., Ph.D. | ||||
/s/ Christopher Martell
/s/ Joseph C. Papa
/s/ Diem Nguyen
/s/ Gary J. Nabel
ATTACHMENTS / EXHIBITS
EX-5.1
EX-23.1
EX-FILING FEES
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