S-8

As filed with the Securities and Exchange Commission on March 10, 2022

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

GEMINI THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   85-1612845
(State or other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification Number)

Address Not Applicable1

(617) 401-4400

(Address of Principal Executive Offices)

Gemini Therapeutics, Inc. 2021 Stock Option and Incentive Plan

(Full Title of the Plans)

Georges Gemayel, Ph.D.

Interim President and Chief Executive Officer

Address Not Applicable1

(617) 401-4400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Mitchell S. Bloom, Esq.

Benjamin K. Marsh, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

 

 

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. ☐

 

1 

In January 2022, the Company became a remote-first company. Accordingly, the Company does not currently maintain a physical headquarters.

 

 

 


EXPLANATORY NOTE

This Registration Statement on Form S-8 registers 1,728,326 additional shares of Common Stock under the Gemini Therapeutics, Inc. 2021 Stock Option and Incentive Plan (the “Plan”). The number of shares of Common Stock reserved and available for issuance under the 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 31 or (ii) such lesser number of shares of Common Stock as determined by the Company’s’ board of directors or the compensation committee of the Company’s board of directors. Accordingly, on January 1, 2022, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 1,728,326. The additional shares are of the same class as other securities relating to the Plan for which the Registrant’s registration statement filed on Form S-8 filed with the Securities and Exchange Commission on April 13, 2021 (File No. 333-255194), is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-255194) is hereby incorporated by reference pursuant to General Instruction E.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

EXHIBIT INDEX

 

Exhibit
No.
  

Description

4.1    Form of Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Form S-4/A filed on January 19, 2021).
4.2   

Second Amended and Restated Articles of Incorporation of Gemini Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K filed on February 11, 2021).

4.3    Amended and Restated By-laws of Gemini Therapeutics, Inc. (incorporated by reference to Exhibit 3.2 to Form 10-K filed on March 29, 2021).
5.1*    Opinion of Goodwin Procter LLP.
23.1*    Consent of Ernst & Young LLP, independent registered accounting firm for Gemini Therapeutics, Inc.
23.2*    Consent of Goodwin Procter LLP (included as part of Exhibit 5.1).
24.4*    Power of Attorney (included on signature page).
99.1    2021 Stock Option and Incentive Plan (incorporated by reference to Annex D to the Proxy Statement/Prospectus filed on January  19, 2021) and forms of award agreements thereunder (incorporated by reference to Exhibit 10.5 to Current Report on Form 8-K filed on February 11, 2021)
107.1*    Filing Fee Table

 

*

Filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act, 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, on March 10, 2022.

 

GEMINI THERAPEUTICS, INC.
By:  

/s/ Georges Gemayel

  Georges Gemayel
  Interim Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Georges Gemayel, Ph.D. 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 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, this Registration Statement has been signed by the following person in the capacities and on the date indicated below.

 

Name    Title   Date

/s/ Georges Gemayel

  

Executive Chair and Interim

Chief Executive Officer

  March 10, 2022
Dr. Georges Gemayel  

/s/ Brian Piekos

  

Principal Financial and

Principal Accounting Officer

  March 10, 2022

Brian Piekos

 

/s/ Carl Gordon

   Director   March 10, 2022
Dr. Carl Gordon  

/s/ David Lubner

   Director   March 10, 2022
David Lubner     

/s/ Tuyen Ong

   Director   March 10, 2022
Dr. Tuyen Ong     

/s/ Jason Rhodes

   Director   March 10, 2022
Jason Rhodes     

/s/ Jim Tananbaum

   Director   March 10, 2022
Dr. Jim Tananbaum     
EX-5.1

Exhibit 5.1

March 10, 2022

Gemini Therapeutics, Inc.

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (theRegistration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 1,728,326 shares (the “Shares”) of Common Stock, $0.0001 par value per share (“Common Stock”), of Gemini Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

Very truly yours,

/s/ Goodwin Proctor LLP

GOODWIN PROCTER LLP

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Gemini Therapeutics, Inc. 2021 Stock Option and Incentive Plan of our report dated March 10, 2022, with respect to the consolidated financial statements of Gemini Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

 

Boston, Massachusetts

March 10, 2022

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Table

Form S-8

(Form Type)

Gemini Therapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities

 

Security
Type

  

Security Class
Title

  

Fee
Calculation
Rule

   Amount
Registered
(1)
    Proposed
Maximum
Offering
Price
Per Unit
    Maximum
Aggregate
Offering Price
    Fee Rate      Amount of
Registration
Fee
 

Equity

   Common Stock, $0.0001 par value per share    Other      1,728,326  (2)    $ 1.365  (3)    $ 2,359,164.99  (3)     

$92.70

per

$1,000,000

 

 

 

   $ 218.69  
        

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
   Total Offering Amounts           $ 2,359,164.99        $ 218.69  
            

 

 

      

 

 

 
   Total Fee Offsets                  —    
                 

 

 

 
   Net Fee Due                $ 218.69  
                 

 

 

 

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock, par value $0.0001 per share (the “Common Stock”) which become issuable under the Gemini Therapeutics, Inc. 2021 Stock Option and Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.

(2)

Represents an automatic increase of 1,728,326 shares of Common Stock to the number of shares available for issuance under the Plan, effective January 1, 2022. Shares available for issuance under the Plan were previously registered on a registration statement on Form S-8 filed with the United States Securities and Exchange Commission on April 12, 2021 (File No. 333-255194).

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) of the Securities Act, and based on $1.365, the average of the high and low sale prices of the Common Stock as reported on Nasdaq on March 7, 2022 (such date being within five business days of the date that this Registration Statement was filed with the Commission).