Delaware
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11-2962080
|
|
(State
or other jurisdiction of incorporation or organization)
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(IRS
Employer
Identification
Number)
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4400
Biscayne Boulevard, Suite A-100 Miami Florida 33137
|
(Address
of Principal Executive Offices)
|
Adam
S. Jackson
Chief
Financial Officer
SafeStitch
Medical, Inc.
4400
Biscayne Boulevard, Suite A-100
Miami,
Florida 33137
|
||
(Name
and address of agent for service)
|
||
(305)
575-4202
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||
Telephone
number, including area code, of agent for
service
|
Copies
to:
|
||
Robert
L. Grossman, Esq.
Greenberg
Traurig, P.A.
1221
Brickell Avenue
Miami,
Florida 33131
(305)
579-0500
|
||
Accelerated
Filer o
|
|
Non-accelerated
filer o (Do not
check if a smaller reporting company)
|
Smaller
reporting company x
|
Title
of securities
to
be registered
|
Amount
to be
registered(1)
|
Proposed
maximum
offering
price
per
share (2)
|
Proposed
maximum
aggregate
offering
price (2)
|
Amount
of
registration
fee
|
Common
Stock, par value $0.001 per share
|
2,000,000
|
$0.80
- $3.10
|
$2,321,485
|
$129.54
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(1)
|
Pursuant
to Rule 416(c) of the Securities Act of 1933, as amended (the “Securities
Act”), this registration statement shall also cover any additional shares
of common stock, $0.001 par value per share (“Common Stock”), of
SafeStitch Medical, Inc. (the “Registrant”) which become issuable under
the SafeStitch Medical, Inc. 2007 Incentive Compensation Plan (the “Plan”)
by reason of any stock dividend, stock split, recapitalization or other
similar transaction effected without the receipt of consideration that
results in an increase in the number of the Registrant’s outstanding
shares of Common Stock.
|
(2)
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Estimated
solely for the purpose of calculating the registration fee in accordance
with: (i) Rule 457(h) of the Securities Act on the basis of the
per share strike prices of $3.10, $3.00, $2.80, $1.16 and $0.80 in respect
of 95,500, 53,000 6,000, 13,500 and 358,500 shares, respectively, of
Common Stock registered hereunder that are issuable upon exercise of
options already granted under the Plan; and (ii) Rule 457(c) of the
Securities Act based on the average of the bid and asked prices for a
share of Common Stock as reported on the OTCBB on August 7, 2009 with
respect to 1,473,500 shares of Common Stock registered hereunder that are
subject to future grants under the
Plan.
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(a)
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The
undersigned registrant hereby
undertakes:
|
SAFESTITCH MEDICAL, INC. | |||
By: | /s/ Jeffrey G. Spragens | ||
Jeffrey
G. Spragens
Chief
Executive Officer and President
(Principal
Executive Officer)
|
Signature
|
Title
|
Date
|
||
/s/ Jeffrey
G. Spragens
|
Chief
Executive Officer and President
|
August
11, 2009
|
||
Jeffrey G. Spragens |
(Principal
Executive Officer)
|
|||
/s/ | ||||
Jane
H. Hsiao, Ph.D.
|
Chairman
of the Board of Directors
|
|||
/s/ Dr.
Charles Filipi
|
Medical
Director and Director
|
August
11, 2009
|
||
Dr. Charles Filipi | ||||
/s/ Steven
D. Rubin
|
Director
|
August
11, 2009
|
||
Steven D. Rubin | ||||
/s/ Richard
Pfenniger, Jr.
|
Director
|
August
11, 2009
|
||
Richard Pfenniger, Jr. | ||||
/s/ Kevin
Wayne
|
Director
|
August
11, 2009
|
||
Kevin Wayne | ||||
/s/ Adam
S. Jackson
|
Chief
Financial Officer
|
August
11, 2009
|
||
Adam S. Jackson |
(Principal
Financial and Accounting Officer)
|
|||
Exhibit
Number
|
Description
|
|
4.1
|
Restated
Certificate of Incorporation of the Registrant, as amended, filed as Annex
A to the Registrant’s Definitive Information Statement on Schedule 14C
filed with the SEC on December 7, 2007 and incorporated by reference
herein.
|
|
4.2
|
Certificate
of Designation of Series A Preferred Stock, filed as Exhibit 3.1 to the
Registrant’s Current Report on Form 8-K filed with the SEC on July 23,
2009 and incorporated by reference herein.
|
|
4.3
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Amended
and Restated Bylaws, filed as Exhibit 3.2 to the Registrant’s Annual
Report on Form 10-KSB, as amended, filed with the SEC on March 26, 2008
and incorporated by reference herein.
|
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5.1
|
Opinion
of Greenberg Traurig, P.A.
|
|
10.1
|
SafeStitch
Medical, Inc. 2007 Incentive Compensation Plan, filed as Annex B to the
Registrant’s Definitive Information Statement on Schedule 14C, filed with
the SEC on December 7, 2007 and incorporated by reference
herein.
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23.1
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Consent
of Eisner LLP
|
|
23.2
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Consent
of Greenberg Traurig, P.A. (contained in its opinion filed as Exhibit 5.1
hereto).
|
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24.1
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Power
of Attorney (contained on signature pages hereto).
|
|