|(State or Other Jurisdiction of Incorporation or Organization)||(I.R.S. Employer Identification No.)|
|Large accelerated filer||þ||Accelerated filer||¨||Non-accelerated filer||¨||Smaller reporting company||¨|
|Emerging growth company||¨|
Form of Stock Option Grant Notice, Option Agreement and Notice of Exercise for Inducement Grant Outside of 2018 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8 (File No. 333-232857), filed with the SEC on July 26, 2019).
Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement for Inducement Grant Outside of 2018 Equity Incentive Plan, as amended (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on Form S-8 (File No. 333-232857), filed with the SEC on July 26, 2019.
|(a)||The undersigned Registrant hereby undertakes:|
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
To include any prospectus required by section 10(a)(3) of the Securities Act;
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 Securities and Exchange 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;
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;
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.
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.
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.
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 Securities and 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.
|TRAVERE THERAPEUTICS, INC.|
|By:||/s/ Eric Dube|
|President and Chief Executive Officer|
|/s/ Eric Dube||President, Chief Executive Officer and Director||August 18, 2022|
|Eric Dube||(Principal Executive Officer)|
|/s/ Laura M. Clague||Chief Financial Officer||August 18, 2022|
|Laura M. Clague||(Principal Financial Officer)|
|/s/ Sandra Calvin||Senior Vice President and Chief Accounting Officer||August 18, 2022|
|Sandra Calvin||(Principal Accounting Officer)|
|/s/ Gary Lyons||Chairman of the Board of Directors||August 18, 2022|
|/s/ Roy D. Baynes||Director||August 18, 2022|
|Roy D. Baynes|
/s/ Suzanne Bruhn
|Director||August 18, 2022|
|/s/ Timothy Coughlin||Director||August 18, 2022|
|/s/ Jeffrey A. Meckler||Director||August 18, 2022|
|Jeffrey A. Meckler|
|/s/ John A. Orwin||Director||August 18, 2022|
|John A. Orwin|
|/s/ Sandra E. Poole||Director||August 18, 2022|
|/s/ Ron Squarer||Director||August 18, 2022|
|/s/ Ruth Williams-Brinkley||Director||August 18, 2022|
/s/ Jason L. Kent
|Jason L. Kent|
|Type||Security Class Title||Rule||Registered (1)||Price per Unit||Offering Price||Rate||Fee|
|Equity||Common Stock (par value $0.0001 per share) issuable as Inducement Awards||457(h)(1)||324,100 shares (2)||$27.26 (4)||$8,834,966.00 (4)||0.0000927||$819.00|
|Equity||Common Stock (par value $0.0001 per share) issuable as Inducement Awards||457(c) and 457(h)(1)||554,550 shares (3)||$27.80 (5)||$15,416,490.00 (5)||0.0000927||$1,429.11|
|Equity||Common Stock (par value $0.0001 per share) issuable under the 2017 Employee Stock Purchase Plan||457(c) and 457(h)(1)||300,000 shares (6)||$27.80 (5)||$8,340,000.00 (5)||0.0000927||$773.12|
|Equity||Common Stock (par value $0.0001 per share) issuable under the 2018 Equity Incentive Plan, as amended||457(c) and 457(h)(1)||2,000,000 shares (7)||$27.80 (5)||$55,600,000.00 (5)||0.0000927||$5,154.12|
|Total Offering Amounts||$88,191,456.00||$8,175.35|
|Total Fee Offsets||$0.00|
|Net Fee Due||$8,175.35|