As filed with the Securities and Exchange Commission
on June 10, 2024
Registration No. 333-276786
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
PRAXIS PRECISION MEDICINES, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
47-5195942 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
| |
|
99 High Street, 30th Floor
Boston, MA |
|
02110 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Praxis Precision Medicines, Inc. 2024
Inducement Plan
Praxis Precision Medicines, Inc. 2020
Stock Option and Incentive Plan, as Amended and Restated
(Full title of the plan)
Marcio Souza
Chief Executive Officer
Praxis Precision Medicines, Inc.
99 High Street, 30th Floor
Boston, MA 02110
(Name and address of agent for service)
617-300-8460
(Telephone number, including area code, of agent
for service)
Copies to:
Peter N. Handrinos
Jennifer A. Yoon
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
(617) 880-4500
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 |
x |
Smaller reporting company |
x |
| |
|
|
|
| |
|
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 pursuant to
Section 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
On June 5, 2024, the stockholders of Praxis Precision Medicines, Inc.
(the “Registrant”) approved the amendment and restatement (the “Amendment and Restatement”) of the Praxis Precision
Medicines, Inc. 2020 Stock Option and Incentive Plan (as amended and restated, the “2020 Plan”) to increase the total
number of shares of the Registrant’s common stock, par value $0.0001 per share (the “Common Stock”), available for issuance
under the 2020 Plan by 870,000 shares. In addition, effective upon stockholder approval of the Amendment and Restatement, the number of
shares of Common Stock available for issuance under the Praxis Precision Medicines, Inc. 2024 Inducement Plan (the “Inducement
Plan”) was reduced by 870,000 shares and such shares are no longer available for issuance under the Inducement Plan.
In accordance with Item 512(a)(1)(iii) of Regulation S-K and Compliance
and Disclosure Interpretation 126.43, this Post-Effective Amendment No. 1 to Registration Statement No. 333-276786 (the “Post-Effective
Amendment”) is hereby filed to cover the issuance of the 870,000 shares pursuant to the 2020 Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of
Form S-8 is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance
with the rules and regulations of the Securities and Exchange Commission (the “Commission”).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission
by the Registrant, pursuant to the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), as applicable, are hereby incorporated by reference in, and shall be deemed to be a part of, this Registration Statement:
| · | The Registrant’s Current Reports on Form 8-K filed with the Commission on January 10, 2024 (Items 3.02 and 8.01 only), January 11,
2024, January 12,
2024, March 5,
2024 (Item 8.01 only), March 26,
2024, March 29,
2024, May 13,
2024 (Item 8.01 only), and June 6,
2024; and |
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date
of filing of such documents.
Any statement contained in this Registration Statement, in an amendment
hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this
Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement, except as to such specific section of such statements as set forth therein.
Under no circumstances shall any information furnished under Item 2.02
or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subsection (a) of Section 145 of the General Corporation
Law of the State of Delaware (the “DGCL”), empowers a corporation to indemnify any person who was or is a party or who is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director,
officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or
proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct
was unlawful.
Subsection (b) of Section 145 of the DGCL empowers a corporation
to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit
by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person acted in any of the capacities
set forth above, against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be
in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue
or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court
of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the
Court of Chancery or such other court shall deem proper.
Section 145 of the DGCL further provides that to the extent a
director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred
to in subsections (a) and (b) of Section 145 of the DGCL, or in defense of any claim, issue or matter therein, such person
shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection
therewith; that indemnification provided for by Section 145 of the DGCL shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; and the indemnification provided for by Section 145 of the DGCL shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the
benefit of such person’s heirs, executors and administrators. Section 145 of the DGCL also empowers the corporation to purchase
and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out
of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liabilities
under Section 145 of the DGCL.
Section 102(b)(7) of the DGCL provides that a corporation’s
certificate of incorporation may contain a provision eliminating or limiting the personal liability of a director or officer to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision shall not
eliminate or limit the liability of (i) a director or officer for any breach of the director’s or officer’s duty of loyalty
to the corporation or its stockholders, (ii) a director or officer for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) a director under Section 174 of the DGCL, (iv) a director or officer for
any transaction from which the director or officer derived an improper personal benefit, or (v) an officer in any action by or in
the right of the corporation.
The Registrant has adopted provisions in its Amended and Restated Certificate
of Incorporation that limit or eliminate the personal liability of its directors to the fullest extent permitted by the DGCL, as it now
exists or may in the future be amended. Consequently, a director or officer will not be personally liable to the Registrant or its stockholders
for monetary damages or breach of fiduciary duty as a director or officer, except for liability:
| · | any breach of the director’s duty of loyalty to the Registrant or its stockholders; |
| · | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
| · | under Section 174 of the DGCL; or |
| · | any transaction from which the director derived an improper personal benefit. |
These limitations of liability do not alter director liability under
the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.
In addition, the Registrant’s Amended and Restated Bylaws provide
that:
| · | the Registrant will indemnify its directors, officers and, in the discretion of its board of directors, certain employees to the fullest
extent permitted by the DGCL, as it now exists or may in the future be amended; and |
| · | the Registrant will advance reasonable expenses, including attorneys’ fees, to its directors and, in the discretion of its board
of directors, to its officers and certain employees, in connection with legal proceedings relating to their service for or on behalf of
the Registrant, subject to limited exceptions. |
The Registrant has entered into indemnification agreements with each
of its directors and executive officers. These agreements provide that the Registrant will indemnify each of its directors, executive
officers and, at times, their affiliates to the fullest extent permitted by Delaware law. The Registrant will advance expenses, including
attorneys’ fees (but excluding judgments, fines and settlement amounts), to each indemnified director, executive officer or affiliate
in connection with any proceeding in which indemnification is available and will indemnify its directors and officers for any action or
proceeding arising out of that person’s services as a director or officer brought on behalf of the Registrant or in furtherance
of its rights. Additionally, certain of the Registrant’s directors may have certain rights to indemnification, advancement of expenses
or insurance provided by their affiliates or other third parties, which indemnification relates to and might apply to the same proceedings
arising out of such director’s services as a director referenced herein. Nonetheless, the Registrant has agreed in the indemnification
agreements that its obligations to those same directors are primary and any obligation of such affiliates or other third parties to advance
expenses or to provide indemnification for the expenses or liabilities incurred by those directors are secondary.
The Registrant also maintains general liability insurance which covers
certain liabilities of its directors and officers arising out of claims based on acts or omissions in their capacities as directors or
officers, including liabilities under the Securities Act of 1933, as amended.
| Item 7. | Exemption from Registration Claimed. |
Not applicable.
Item 8. Exhibits.
| Exhibit No. |
Description |
| |
|
| 4.1 |
Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39620) filed with the Securities and Exchange Commission on October 20, 2020). |
| 4.2 |
Certificate of Amendment to the Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39620) filed with the Securities and Exchange Commission on December 1, 2023) |
| 4.3 |
Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39620) filed with the Securities and Exchange Commission on January 7, 2022). |
| 5.1* |
Opinion of Latham & Watkins LLP. |
| 23.1* |
Consent of Ernst & Young LLP, independent registered public accounting firm. |
| 23.2* |
Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
| 24.1 |
Power of Attorney (Incorporated by reference to the signature page of the Registrant’s Registration Statement on Form S-8 (File No. 333-276786) filed with the Securities and Exchange Commission on January 31, 2024). |
| 99.1 |
2020 Stock Option and Incentive Plan, as amended and restated (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-39620) filed with the Securities and Exchange Commission on June 6, 2024). |
| 99.2 |
Form of Incentive Stock Option Agreement under the Registrant’s 2020 Stock Option and Incentive Plan, as amended and restated (Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-249074) filed with the Securities and Exchange Commission on October 9, 2020). |
| 99.3 |
Form of Non-Qualified Stock Option Agreement for Company Employees under the Registrant’s 2020 Stock Option and Incentive Plan, as amended and restated (Incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-249074) filed with the Securities and Exchange Commission on October 9, 2020). |
| 99.4* |
Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the Registrant’s 2020 Stock Option and Incentive Plan, as amended and restated |
| 99.5 |
Form of Restricted Stock Award Agreement under the Registrant’s 2020 Stock Option and Incentive Plan, as amended and restated (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-249074) filed with the Securities and Exchange Commission on October 9, 2020). |
| 99.6 |
Form of Restricted Stock Award Agreement for Company Employees under the Registrant’s 2020 Stock Option and Incentive Plan, as amended and restated (Incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-249074) filed with the Securities and Exchange Commission on October 9, 2020). |
| 99.7 |
Form of Restricted Stock Award Agreement for Non-Employee Directors under the Registrant’s 2020 Stock Option and Incentive Plan, as amended and restated (Incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-249074) filed with the Securities and Exchange Commission on October 9, 2020). |
| 99.8 |
Praxis Precision Medicines, Inc. 2024 Inducement Plan and Forms of Award Agreements thereunder (Incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-8 (File No. 333-276786) filed with the Securities and Exchange Commission on January 31, 2024). |
| * |
Filed herewith. |
Item 9. Undertakings.
| (a) | The registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act. |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement. |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement. |
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein
do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act (15 U.S.C.
78m or 78o(d)) that are incorporated by reference in the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (h) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue. |
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 Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Boston, Commonwealth of Massachusetts, on June 10, 2024.
Praxis Precision Medicines, Inc.
| By: | /s/ Marcio Souza |
|
| | Marcio Souza |
|
| | Chief Executive Officer |
|
POWER OF ATTORNEY AND SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
|
Signature |
Title |
Date |
|
/s/ Marcio Souza |
Chief Executive Officer and Director
(Principal Executive Officer) |
June 10, 2024 |
| Marcio Souza |
|
/s/ Timothy Kelly |
Chief Financial Officer
(Principal Financial Officer) |
June 10, 2024 |
|
Timothy Kelly
|
|
/s/ Lauren Mastrocola |
Principal Accounting Officer |
June 10, 2024 |
| Lauren Mastrocola |
|
* |
Chairman of the Board |
June 10, 2024 |
| Dean Mitchell |
|
* |
Director |
June 10, 2024 |
| Jeffrey Chodakewitz, M.D. |
|
* |
Director |
June 10, 2024 |
| Merit Cudkowicz, M.D. |
|
* |
Director |
June 10, 2024 |
| Jill DeSimone |
|
* |
Director |
June 10, 2024 |
| Gregory Norden |
|
* |
Director |
June 10, 2024 |
| William Young |
| By: | /s/ Marcio Souza |
|
| | Marcio Souza |
|
| | As Attorney-in-Fact for the individuals noted above with an asterisk |
|
Exhibit 5.1
| |
200 Clarendon Street
Boston, Massachusetts 02116
Tel: +1.617.948.6000 Fax: +1.617.948.6001
www.lw.com |
 |
FIRM / AFFILIATE OFFICES |
|
Austin |
Milan |
| |
Beijing |
Munich |
| |
Boston |
New York |
| |
Brussels |
Orange County |
| |
Century City |
Paris |
| |
Chicago |
Riyadh |
| June 10, 2024 |
Dubai |
San Diego |
| |
Düsseldorf |
San Francisco |
| |
Frankfurt |
Seoul |
| |
Hamburg |
Silicon Valley |
| |
Hong Kong |
Singapore |
| |
Houston |
Tel Aviv |
| |
London |
Tokyo |
| |
Los Angeles |
Washington, D.C. |
| |
Madrid |
|
Praxis Precision Medicines, Inc.
99 High Street, 30th Floor
Boston, MA 02110
| Re: | Post-Effective Amendment No. 1 to Registration Statement on Form S-8; 870,000 shares of Praxis Precision Medicines, Inc.
Common Stock, $0.0001 par value per share |
To the addressee set forth above:
We have acted as special counsel
to Praxis Precision Medicines, Inc., a Delaware corporation (the “Company”), in connection with the preparation
and filing by the Company with the Securities and Exchange Commission (the “Commission”) of the Post-Effective
Amendment No. 1 (the “Post-Effective Amendment”) to the registration statement on Form S-8 (File No. 333-276786) (the
“Registration Statement”) under the Securities Act of 1933, as amended (the “Act”),
relating to the issuance by the Company of up to an aggregate of 870,000 shares (the “Shares”) of common stock
of the Company, $0.0001 par value per share, issuable under the Praxis Precision Medicines, Inc. 2020 Stock Option and Incentive
Plan, as amended and restated (the “2020 Plan”). This opinion is being furnished in connection with the requirements
of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents
of the the Post-Effective Amendment or the prospectus forming a part thereof, other than as expressly stated herein with respect to the
issue of the Shares.
As such counsel, we have examined
such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied
upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified
such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”),
and we express no opinion with respect to any other laws.
Subject to the foregoing and
the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on
the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers, and have been issued by the Company
for legal consideration in excess of par value in the circumstances contemplated by the 2020 Plan, assuming in each case that the individual
grants or awards under the 2020 Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in
accordance with the requirements of law and the 2020 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith),
the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will
be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with
all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit
in connection with the Post-Effective Amendment and may be relied upon by you and by persons entitled to rely upon it pursuant to the
applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Post-Effective Amendment. In giving such
consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.
| |
Sincerely, |
| |
|
| |
/s/ Latham & Watkins LLP |
Exhibit 23.1
Consent
of Independent Registered Public Accounting Firm
We consent to the incorporation
by reference in the Post-Effective Amendment No. 1 to Registration Statement (Form S-8 No. 333-276786) pertaining to the
Praxis Precision Medicines, Inc. 2024 Inducement Plan of Praxis Precision Medicines, Inc. and the Praxis Precision Medicines, Inc.
2020 Stock Option and Incentive Plan, as Amended and Restated, of Praxis Precision Medicines, Inc. of our report dated March 5,
2024, with respect to the consolidated financial statements of Praxis Precision Medicines, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
June 10, 2024
Exhibit 99.4
NON-QUALIFIED STOCK OPTION AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
UNDER THE PRAXIS PRECISION MEDICINES, INC.
2020 STOCK OPTION AND INCENTIVE PLAN
| Name
of Optionee: |
|
|
| |
|
| No. of
Option Shares: |
|
|
| |
|
| Option
Exercise Price per Share: |
|
$ |
| |
|
|
| |
|
[FMV
on Grant Date] |
| Grant
Date: |
|
|
| |
|
| Expiration
Date: |
|
|
| |
|
[No
more than 10 years] |
Pursuant to the Praxis Precision Medicines, Inc. 2020 Stock Option
and Incentive Plan, as amended through the date hereof (the “Plan”), Praxis Precision Medicines, Inc. (the “Company”)
hereby grants to the Optionee named above, who is a Non-Employee Director of the Company but is not an employee of the Company, an option
(the “Stock Option”) to purchase on or prior to the Expiration Date specified above all or part of the number of shares of
Common Stock, par value $0.0001 per share (the “Stock”), of the Company specified above at the Option Exercise Price per
Share specified above subject to the terms and conditions set forth herein and in the Plan. This Stock Option is not intended to be an
“incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended.
1. Exercisability Schedule. No portion of this Stock Option
may be exercised until such portion shall have become exercisable. Except as set forth below, and subject to the discretion of the Administrator
(as defined in Section 2 of the Plan) to accelerate the exercisability schedule hereunder, this Stock Option shall be exercisable
with respect to the following number of Option Shares on the dates indicated so long as the Optionee continues to have a Service Relationship
(as defined in the Plan) on such dates:
Incremental
Number of
Option Shares
Exercisable |
|
Exercisability
Date |
|
| _____________
(___%) |
|
|
|
| _____________
(___%) |
|
|
|
| _____________
(___%) |
|
|
|
| _____________
(___%) |
|
|
|
| _____________
(___%) |
|
|
|
Notwithstanding anything to the contrary herein or in the Plan, all
outstanding Option Shares shall become fully vested and exercisable upon a Sale Event. Once exercisable, this Stock Option shall continue
to be exercisable at any time or times prior to the close of business on the Expiration Date, subject to the provisions hereof and of
the Plan.
2. Manner of Exercise.
(a) The Optionee may exercise this Stock Option only in the following
manner: from time to time on or prior to the Expiration Date of this Stock Option, the Optionee may give written notice to the Administrator
of his or her election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify
the number of Option Shares to be purchased.
Payment of the purchase price for the Option Shares may be made by
one or more of the following methods: (i) in cash, by certified or bank check or other instrument acceptable to the Administrator;
(ii) through the delivery (or attestation to the ownership) of shares of Stock that have been purchased by the Optionee on the open
market or that are beneficially owned by the Optionee and are not then subject to any restrictions under any Company plan and that otherwise
satisfy any holding periods as may be required by the Administrator; (iii) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable
and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase
price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other
agreements as the Administrator shall prescribe as a condition of such payment procedure; (iv) by a “net exercise” arrangement
pursuant to which the Company will reduce the number of shares of Stock issuable upon exercise by the largest whole number of shares
with a Fair Market Value that does not exceed the aggregate exercise price; or (v) a combination of (i), (ii), (iii) and (iv) above.
Payment instruments will be received subject to collection.
The transfer to the Optionee on the records of the Company or of the
transfer agent of the Option Shares will be contingent upon (i) the Company’s receipt from the Optionee of the full purchase
price for the Option Shares, as set forth above, (ii) the fulfillment of any other requirements contained herein or in the Plan
or in any other agreement or provision of laws, and (iii) the receipt by the Company of any agreement, statement or other evidence
that the Company may require to satisfy itself that the issuance of Stock to be purchased pursuant to the exercise of Stock Options under
the Plan and any subsequent resale of the shares of Stock will be in compliance with applicable laws and regulations. In the event the
Optionee chooses to pay the purchase price by previously-owned shares of Stock through the attestation method, the number of shares of
Stock transferred to the Optionee upon the exercise of the Stock Option shall be net of the Shares attested to.
(b) The shares of Stock purchased upon exercise of this Stock
Option shall be transferred to the Optionee on the records of the Company or of the transfer agent upon compliance to the satisfaction
of the Administrator with all requirements under applicable laws or regulations in connection with such transfer and with the requirements
hereof and of the Plan. The determination of the Administrator as to such compliance shall be final and binding on the
Optionee. The Optionee shall not be deemed to be the holder of, or
to have any of the rights of a holder with respect to, any shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the transfer agent shall have transferred the shares to the Optionee,
and the Optionee’s name shall have been entered as the stockholder of record on the books of the Company. Thereupon, the Optionee
shall have full voting, dividend and other ownership rights with respect to such shares of Stock.
(c) The minimum number of shares with respect to which this Stock
Option may be exercised at any one time shall be 100 shares, unless the number of shares with respect to which this Stock Option is being
exercised is the total number of shares subject to exercise under this Stock Option at the time.
(d) Notwithstanding any other provision hereof or of the Plan,
no portion of this Stock Option shall be exercisable after the Expiration Date hereof.
3. Termination of Service Relationship. If the Optionee’s
Service Relationship terminates, the period within which to exercise the Stock Option may be subject to earlier termination as set forth
below.
(a) Termination Due to Death or Disability. If the Optionee’s
Service Relationship terminates by reason of the Optionee’s death or the Optionee’s Disability, any portion of this Stock
Option outstanding on such date shall become fully vested and exercisable and may thereafter be exercised by the Optionee or the Optionee’s
legal representative or legatee for a period of 12 months from the date of death or until the Expiration Date, if earlier. For purposes
hereof, “Disability” shall mean the Optionee’s physical or mental condition that renders the Optionee unable to substantially
perform for a period of 90 aggregate days (regardless of whether or not continuous) during any 360 day period, Optionee’s regular
responsibilities to the Company, with or without a reasonable accommodation.
(b) Other Termination. If the Optionee’s Service
Relationship terminates for any reason other than the Optionee’s death or the Optionee’s Disability, any portion of this
Stock Option outstanding on such date may be exercised, to the extent exercisable on the date the Optionee ceased to be a Non-Employee
Director, for a period of twelve months from the date the Optionee ceased to be a Non-Employee Director or until the Expiration Date,
if earlier. Any portion of this Stock Option that is not exercisable on the date the Optionee ceases to be a Non-Employee Director shall
terminate immediately and be of no further force or effect.
4. Incorporation of Plan. Notwithstanding anything herein to
the contrary, this Stock Option shall be subject to and governed by all the terms and conditions of the Plan, including the powers of
the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified
in the Plan, unless a different meaning is specified herein.
5. Transferability. This Agreement is personal to the Optionee,
is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent
and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only
by the Optionee’s legal representative or legatee.
6. No Obligation to Continue as Service Relationship. Neither
the Plan nor this Stock Option confers upon the Optionee any rights with respect to a continued Service Relationship.
7. Integration. This Agreement constitutes the entire agreement
between the parties with respect to this Stock Option and supersedes all prior agreements and discussions between the parties concerning
such subject matter.
8. Data Privacy Consent. In order to administer the Plan and
this Agreement and to implement or structure future equity grants, the Company, its subsidiaries and affiliates and certain agents thereof
(together, the “Relevant Companies”) may process any and all personal or professional data, including but not limited to
Social Security or other identification number, home address and telephone number, date of birth and other information that is necessary
or desirable for the administration of the Plan and/or this Agreement (the “Relevant Information”). By entering into this
Agreement, the Optionee (i) authorizes the Company to collect, process, register and transfer to the Relevant Companies all Relevant
Information; (ii) waives any privacy rights the Optionee may have with respect to the Relevant Information; (iii) authorizes
the Relevant Companies to store and transmit such information in electronic form; and (iv) authorizes the transfer of the Relevant
Information to any jurisdiction in which the Relevant Companies consider appropriate. The Optionee shall have access to, and the right
to change, the Relevant Information. Relevant Information will only be used in accordance with applicable law.
9. Notices. Notices hereunder shall be mailed or delivered
to the Company at its principal place of business and shall be mailed or delivered to the Optionee at the address on file with the Company
or, in either case, at such other address as one party may subsequently furnish to the other party in writing.
| |
|
|
| |
PRAXIS PRECISION
MEDICINES, INC. |
| |
|
|
| |
By: |
|
| |
|
Title: |
The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned. Electronic acceptance of this Agreement pursuant to the Company’s instructions to
the Optionee (including through an online acceptance process) is acceptable.
| Dated:
|
|
| |
Optionee’s
Signature |
| |
|
| |
Optionee’s
name and address: |
| |
|
| |
|
| |
|
Grafico Azioni Praxis Precision Medicines (NASDAQ:PRAX)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Praxis Precision Medicines (NASDAQ:PRAX)
Storico
Da Dic 2023 a Dic 2024
