Securities to be offered to employees in employee benefit plans



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As filed with the Securities and Exchange Commission on March 11, 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











ALLENA PHARMACEUTICALS, INC.




(Exact name of registrant as specified in its charter)































Delaware





45-2729920





(State or other jurisdiction of




incorporation or organization)






(I.R.S. employer




identification no.)





One Newton Executive Park, Suite 202




Newton, Massachusetts 02462




(Address of principal executive offices)




Allena Pharmaceuticals, Inc. 2017 Stock Option and Incentive Plan




(Full title of the plan)




Louis Brenner




Chief
Executive Officer and President




Allena Pharmaceuticals, Inc.




One Newton Executive Park, Suite 202




Newton, Massachusetts 02462




(Name and address of agent for service)




(617)

467-4577





(Telephone Number, Including area code, of Agent for Service)




Copy to:




Michael H.
Bison




Daniel Lang




Goodwin Procter LLP




100
Northern Avenue




Boston, Massachusetts 02210




(617)

570-1000





Fax: (617)

523-1231










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






Amount of




registration Fee




Common Stock (par value $0.001)




2,032,854 shares (3)


$1.42


$2,886,652.68


$314.94













(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 which become issuable under the Registrant’s 2017 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 our outstanding shares of common stock.









(2)


Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities
Act, and based on the average of the high and low sale prices of the Registrant’s Common Stock, as quoted on the Nasdaq Global Select Market, on March 5, 2021.









(3)


Represents an automatic increase to the number of shares of Common Stock to the number of shares available for
issuance under the Plan, effective January 1, 2021. Shares available for issuance under the Plan were previously registered on registration statements on Form

S-8

filed with the Securities and Exchange
Commission on March 16, 2020 (Registration

No. 333-237218),

March 7, 2019 (Registration

No. 333-230127),

March 27, 2018 (Registration

No. 333-223939)

and November 2, 2017 (Registration

No. 333-221306).



















EXPLANATORY NOTE



This Registration Statement on Form

S-8

registers additional shares of Common Stock under the Registrant’s 2017
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 2018, by an amount equal
to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the Plan). Accordingly, on
January 1, 2021, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 2,032,854 shares. This Registration Statement registers these additional 2,032,854 shares of Common Stock. The additional
shares are of the same class as other securities relating to the above referenced plans for which the Registrant’s registration statements filed on Form

S-8

on March 16, 2020 (Registration

No. 333-237218),

March 7, 2019 (Registration

No. 333-230127),

March 27, 2018 (Registration

No. 333-223939)

and
November 2, 2017 (Registration

No. 333-221306)

are effective. The information contained in the Registrant’s registration statements on Form

S-8

(Registration

No. 333-230127,

Registration

No. 333-223939

and Registration

No. 333-221306)

are hereby incorporated
by reference pursuant to General Instruction E.




Part II




INFORMATION REQUIRED IN THE REGISTRATION STATEMENT




Item 8. Exhibits
































































































































Exhibit


No.





Description





4.1



Amended and Restated Certificate of Incorporation of the Registrant (1)




4.2



Amended and Restated Bylaws of the Registrant (2)




4.3



Form of common stock certificate of the Registrant (3)




4.4



Second Amended and Restated Investors’ Rights Agreement, by and between the Registrant and the Investors named therein, dated as of November


25, 2015 (4)




4.5



Warrant to Purchase Stock issued to Silicon Valley Bank, dated May


2, 2016 (5)




4.6



Warrant to Purchase Stock issued to Silicon Valley Bank, dated August


18, 2014 (6)




4.7



Registration Rights Agreement, dated September


29, 2020 by and among Allena Pharmaceuticals, Inc. and the parties named therein (7)




5.1



Opinion of Goodwin Procter LLP*




23.1



Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm*




23.2



Consent of Goodwin Procter LLP (included in Exhibit 5.1)*




24.1



Power of Attorney (included in the signature page to this Registration Statement on Form

S-8)*





99.1



2017 Stock Option and Incentive Plan and forms of option agreements thereunder (8)










(1)


Filed as Exhibit 3.1 to the Registrant’s Form

8-K,

filed
previously with the Commission on November 6, 2017 and incorporated by reference herein.









(2)


Filed as Exhibit 3.2 to the Registrant’s Form

8-K,

filed
previously with the Commission on November 6, 2017 and incorporated by reference herein.









(3)


Filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form

S-1,

as amended (File

No. 333-220857),

filed previously with the Commission on October 23, 2017 and incorporated by reference herein.









(4)


Filed as Exhibit 4.2 to the Registrant’s Registration Statement on Form

S-1

(File

No. 333-220857),

filed previously with the Commission on October 6, 2017 and incorporated by reference herein.









(5)


Filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form

S-1

(File

No. 333-220857),

filed previously with the Commission on October 6, 2017 and incorporated by reference herein.









(6)


Filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form

S-1

(File

No. 333-220857)

filed previously with the Commission on October 6, 2017 and incorporated by reference herein.









(7)


Filed as Exhibit 4.1 to the Registrant’s Form

8-K,

filed
previously with the Commission on October 1, 2020 and incorporated by reference herein.









(8)


Filed as Exhibit 10.2 to the Registrant’s Registration Statement on Form

S-1,

as amended (File

No. 333-220857),

filed previously with the Commission on October 23, 2017 and incorporated by reference herein.









*


Filed herewith.















SIGNATURES



Pursuant to the requirements of the Securities Act of 1933, 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 Newton, Commonwealth of
Massachusetts, on March 11, 2021.






































ALLENA PHARMACEUTICALS, INC.




By:



/s/ Louis Brenner





Louis Brenner, M.D.



Chief Executive Officer and President




POWER OF ATTORNEY



We, the undersigned officers and directors of Allena Pharmaceuticals, Inc., hereby severally constitute and appoint Louis Brenner, M.D. and Richard Katz,
M.D., and each of them singly, our true and lawful attorneys, with full power to sign for us in our names in the capacities indicated below, any amendments to this Registration Statement on Form

S-8

(including
post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in our capacities as
officers and directors to enable Allena Pharmaceuticals, Inc., to comply with the provisions of the Securities Act of 1933, as amended, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to
said registration statement and all amendments thereto.



Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated and on the date indicated.














































































































































Name






Title






Date







/s/ Louis Brenner



Louis Brenner, M.D.





President, Chief Executive Officer and Director




(Principal Executive Officer)




March 11, 2021





/s/ Richard Katz



Richard Katz, M.D.





Chief Financial Officer




(Principal Financial Officer and Principal Accounting Officer)




March 11, 2021





/s/ Alexey Margolin



Alexey Margolin, Ph.D.




Director


March 11, 2021





/s/ Allene Diaz



Allene Diaz




Director


March 11, 2021





/s/ Andrew A. F. Hack




Director


March 11, 2021

Andrew A. F. Hack, M.D., Ph.D.









/s/ Gino Santini



Gino Santini




Director


March 11, 2021





/s/ Ann C. Miller



Ann C. Miller, M.D.




Director


March 11, 2021





/s/ James N. Topper, M.D., Ph.D.



James N. Topper, M.D., Ph.D.




Director


March 11, 2021





/s/ Robert Alexander, Ph.D.



Robert Alexander, Ph.D.




Director


March 11, 2021



The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Statement of acquisition of beneficial ownership by individuals - Jan. 25, 2022
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