Tyme S8 Registration of securities for employees

Tyme (TYME) S-8Registration of securities for employees

As filed with the Securities and Exchange Commission on February 5, 2020

RegistrationNo. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

TYME TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)


Delaware		45-3864597
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

17 State Street, 7th Floor New York, NY		10004
(Address of Principal Executive Offices)		(Zip Code)

Tyme Technologies, Inc.

2015 Equity Incentive Plan

(Full title of the plan)

Steve Hoffman

Chief Executive Officer

TYME TECHNOLOGIES, INC.

17 STATE STREET, 7th FLOOR

NEW YORK, NY 10004

(Name and address of agent for service)

(212)461-2315

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

Copies to:

Elizabeth A. Diffley, Esq.

Faegre Drinker Biddle & Reath LLP

One Logan Square, Suite 2000

Philadelphia, PA 19103

(215)988-2700

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-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. ☐

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered⁽¹⁾	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common stock, par value $0.0001 per share (“Common Stock”), to be issued under the 2015 Equity Incentive Plan (the “2015 Plan”)	2,686,651	$1.42⁽²⁾	$3,815,044.42	$495.20
TOTAL	2,686,651	$1.42⁽²⁾	$3,815,044.42	$495.20

⁽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 of Tyme Technologies, Inc., a Delaware corporation (the “Company” or the “Registrant”), that may be hereinafter offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

⁽²⁾	Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $1.42 per share, based upon the average of the high and low trading price as of February 3, 2020.

EXPLANATORY NOTE

This Registration Statement (this “Registration Statement”) is filed pursuant to General Instruction E to FormS-8 and consists of only those items required by General Instruction E. This Registration Statement is being filed by the Registrant to register the issuance of an additional 2,686,651 shares of Common Stock of the Registrant, which may be awarded under the 2015 Plan. The contents of the Registrant’s previous Registration Statements on FormS-8 filed on August 10, 2017 (FileNo. 333-219856) and August 28, 2018 (FileNo. 333-227077) relating to the 2015 Plan are incorporated herein by reference and made a part hereof.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8.

Exhibits.

The following documents are filed or incorporated by reference as part of this Registration Statement.


Exhibit Number		Exhibit Description

4.1		Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form8-K filed with the Commission on September 19, 2014.

4.2		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form8-K filed with the Commission on April 2, 2018.

4.3		Certificate of Designation of Series A Convertible Preferred Stock, dated January 7, 2020, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form8-K filed with the Commission on January 8, 2020.

4.4		Amended and Restated By-Laws of the Registrant, effective April 2, 2018, incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form8-K filed with the Commission on April 2, 2018.

4.5		2015 Equity Incentive Plan of the Registrant, incorporated by reference to Exhibit 10.8 of the Registrant’s Current Report on Form8-K filed with the Commission on March 11, 2015.

4.6		Amendment No. 1 to the 2015 Equity Incentive Plan of the Registrant, incorporated by reference to Exhibit 10.2 of the Registrant’s Quarterly Report on Form10-Q filed with the Commission on August 9, 2016.

4.7		Amendment No. 2 to the 2015 Equity Incentive Plan of the Registrant, incorporated by reference from Exhibit 99.1 to the Registrant’s Current Report on Form8-K filed with the Commission on April 2, 2018.

5.1		Opinion of Faegre Drinker Biddle & Reath LLP.^*

23.1		Consent of Grant Thornton LLP – Independent Registered Public Accounting Firm.^*

23.2		Consent of Faegre Drinker Biddle & Reath LLP (contained in Exhibit 5.1).^*

24.1		Power of Attorney (contained in the signature pages of this Registration Statement).^*

*	Filed with this Registration Statement.

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 FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 5, 2020.


TYME TECHNOLOGIES, INC.

By:		/s/ Steve Hoffman
		Steve Hoffman, Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of the Registrant do hereby constitute and appoint Steve Hoffman and Ben R. Taylor, and each of them, the lawfulattorneys-in-fact and agents with full power of substitution and resubstitution and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act and any rules or regulations or requirements of the Commission in connection with this Registration Statement. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to any and all amendments, bothpre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall 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 February 5, 2020.


Signature		Title

/s/ Steve Hoffman Steve Hoffman		Chief Executive Officer and Director (Principal Executive Officer)

/s/ Ben R. Taylor Ben R. Taylor		President and Chief Financial Officer (Principal Financial Officer)

/s/ Barbara C. Galaini Barbara C. Galaini		Corporate Controller (Principal Accounting Officer)

/s/ Gerald Sokol Gerald Sokol		Director

/s/ Paul L. Sturman Paul L. Sturman		Director

/s/ David Carberry David Carberry		Director

/s/ Timothy C. Tyson Timothy C. Tyson		Director

/s/ Douglas A. Michels Douglas A. Michels		Director

/s/ Tommy G. Thompson Tommy G. Thompson		Director

/s/ Donald W. DeGolyer Donald W. DeGolyer		Director

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company