Genocea Biosciences
GENOCEA BIOSCIENCES, INC. (Form: S-8, Received: 02/23/2017 08:10:24)


Registration No. 333-
As filed with the Securities and Exchange Commission on February 22, 2017

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

GENOCEA BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
51-0596811
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer
Identification No.)
100 Acorn Park Drive, 5 th  Floor, Cambridge, MA
 
02140
(Address of Principal Executive Offices)
 
(Zip Code)

2014 Equity Incentive Plan
(Full titles of the plans)

William Clark
President and Chief Executive Officer
100 Acorn Park Drive, 5 th Floor
Cambridge, MA 02140
(Name and address of agent for service)

(617) 876-8191
(Telephone number, including area code, of agent for service)

Please send copies of all communications to:

Marc A. Rubenstein
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199-3600
617-951-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   o
 
Accelerated filer   x
Non-accelerated filer   o
(Do not check if a smaller reporting company)
 
Smaller reporting company   o

CALCULATION OF REGISTRATION FEE
Title of Each Class 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, $0.001 par value per share
 
1,137,781 shares
(2)
$
4.41

(3)
$
5,017,615

 
$
582

 
TOTAL
 
1,137,781 shares
 
 
 
$
5,017,615

 
$
582

 
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers such additional shares of Common Stock as may issued to prevent dilution from stock splits, stock dividends and similar transactions.
(2)
Represents 1,137,781 shares of Common Stock that were automatically added to the shares authorized for issuance under the registrant’s 2014 Equity Incentive Plan (the “2014 Plan”) on January 1, 2017 pursuant to an “evergreen” provision contained in the 2014 Plan. The “evergreen” provision provides that on each January 1 st from January 1, 2015 through January 1, 2024, the number of shares of Common Stock available for issuance under the 2014 Plan will automatically increase annually in an amount equal to the lesser of 4% of outstanding shares of the registrant’s Common Stock as of the close of business on the immediately preceding December 31 st or the number of shares determined by the registrant’s board of directors.
(3)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on the average high and low prices of the registrant’s Common Stock as reported by the NASDAQ Global Market on February 17, 2017 to be $4.60 and $4.22, respectively.







EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register an additional 1,137,781 shares under the registrant’s 2014 Equity Incentive Plan. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No.333-194021) filed with the Securities and Exchange Commission on February 19, 2014.


PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 8. Exhibits.
See the Exhibit Index following the signature page.







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 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 Cambridge, Commonwealth of Massachusetts, on this 22nd day of February, 2017.
 
GENOCEA BIOSCIENCES, INC.
 
By:
/s/ Jonathan Poole
 
 
Name: Jonathan Poole
 
 
Title: Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William Clark and Jonathan Poole, and each of them acting individually, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Genocea Biosciences, Inc., and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

* * * *

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 and on the dates indicated:





Signature
 
Title
 
Date
 
 
 
 
 
/s/ William Clark
 
President and Chief Executive Officer and Director
 
February 22, 2017
William Clark
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Jonathan Poole
 
Chief Financial Officer
 
February 22, 2017
Jonathan Poole
 
(Principal Financial Officer &
 
 
 
 
Principal Accounting Officer)
 
 
 
 
 
 
 
/s/ Kevin Bitterman
 
Director
 
February 22, 2017
Kevin Bitterman, Ph.D.
 
 
 
 
 
 
 
 
 
/s/ Katrine Bosley
 
Director
 
February 22, 2017
Katrine Bosley
 
 
 
 
 
 
 
 
 
/s/ Kenneth Bate
 
Director
 
February 22, 2017
Kenneth Bate
 
 
 
 
 
 
 
 
 
/s/ Ronald Cooper
 
Director
 
February 22, 2017
Ronald Cooper
 
 
 
 
 
 
 
 
 
/s/ Michael Higgins
 
Director
 
February 22, 2017
Michael Higgins
 
 
 
 
 
 
 
 
 
/s/ Stephen Hoffman
 
Director
 
February 22, 2017
Stephen Hoffman, M.D., Ph.D.
 
 
 
 
 
 
 
 
 
/s/ George Siber
 
Director
 
February 22, 2017
George Siber, M.D.
 
 
 
 





EXHIBIT INDEX

Exhibit
Number
 
Exhibit
 
 
 
4.1
 
Fifth Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the current report on Form 8-K filed on February 12, 2014 (File No. 001-36289) and incorporated herein by reference).
 
 
 
4.2
 
Amended and Restated By-laws (previously filed as Exhibit 3.2 to the current report on Form 8-K filed on February 12, 2014 (File No. 001-36289) and incorporated herein by reference).
 
 
 
4.3
 
Form of Common Stock Certificate (previously filed as Exhibit 4.1 to the registration statement on Form S-1 (File No. 333-193043) and incorporated herein by reference).
 
 
 
4.4
 
Genocea Biosciences, Inc. 2014 Equity Incentive Plan (previously filed as Exhibit 10.15 to the registration statement on Form S-1 (File No. 333-193043) and incorporated herein by reference).
 
 
 
5.1
 
Opinion of Ropes & Gray LLP (filed herewith).
 
 
 
23.1
 
Consent of Ernst & Young LLP (filed herewith).
 
 
 
23.2
 
Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1).
 
 
 
24.1
 
Powers of Attorney (included on the signature page in Part II).







Exhibit 5.1


ROPES.JPG
ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM

February 22, 2017

Genocea Biosciences, Inc.
Cambridge Discovery Park
100 Acorn Park Drive, 5th Floor
Cambridge, MA 02140

Re:
Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion is furnished to you in connection with the registration statement on Form S-8 (the “ Registration Statement ”), filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), for the registration of an aggregate of 1,137,781 shares of common stock, $0.001 par value (the “ Shares ”), of Genocea Biosciences, Inc., a Delaware corporation (the “ Company ”), issuable under the Company’s 2014 Equity Incentive Plan (the “ Plan ”).

We are familiar with the actions taken by the Company in connection with the adoption of the Plan. For purposes of our opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Ropes & Gray LLP
 



Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2014 Equity Incentive Plan of our report dated February 17, 2017, with respect to the consolidated financial statements of Genocea Biosciences, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2016, filed with the Securities and Exchange Commission.
 
 
 
/s/ Ernst & Young LLP
 
 
 
Boston, Massachusetts
 
February 22, 2017