Document

As filed with the Securities and Exchange Commission on February 22, 2021
Registration No. 333-
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)
Delaware51-0596811
(State or other jurisdiction of incorporation or organization)(I.RS. Employer Identification No.)
100 Acorn Park Drive, Cambridge, MA 02140
(Address of principal executive offices, including zip code)
Amended and Restated 2014 Equity Incentive Plan
(Full titles of the plans)
William Clark
President and Chief Executive Officer
100 Acorn Park Drive, 5th Floor
Cambridge, MA 02140
(617) 876-8191
(Name, address, and telephone number 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, 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 filerAccelerated filer
Non-accelerated filerSmaller reporting company
Emerging growth company
If an emerging growth company, indicate by a 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 13(a) of the Exchange Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
Amount to be
Registered(1)(2)
Proposed Maximum
Offering Price Per
Share(3)
Proposed Maximum
Aggregate Offering Price
Amount of
Registration
Fee
Amended and Restated 2014 Equity
Incentive Plan, Common Stock, $0.001 par
value per share
2,120,753 shares$3.51 $7,443,843.03 $812.12 
TOTAL2,120,753 shares$7,443,843.03 $812.12 
(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 2,120,753 shares of Common Stock that were automatically added to the shares authorized for issuance under the registrant’s Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) on January 1, 2021 pursuant to an “evergreen” provision contained in the 2014 Plan. The “evergreen” provision provides that on each January 1st 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 31st 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 Capital Market on February 18, 2021 to be $3.33 and $3.68, respectively.




EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register an additional 2,120,753 shares under the registrant’s 2014 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.
Exhibit
Number
Exhibit
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
5.1
23.1
23.2
24.1Powers of Attorney (included on the signature page in Part II).





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 22th day of February, 2021.
GENOCEA BIOSCIENCES, INC.
By:/s/ Diantha Duvall
Name: Diantha Duvall
Title: Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints William Clark and Diantha Duvall 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:
SignatureTitleDate
/s/ William ClarkPresident and Chief Executive Officer and Director
William Clark(Principal Executive Officer)
February 22, 2021
/s/ Diantha DuvallChief Financial Officer
Diantha Duvall(Principal Financial Officer and Principal Accounting Officer)February 22, 2021
/s/ Kenneth Bate
Kenneth BateDirectorFebruary 22, 2021
/s/ Ali Behbahani
Ali BehbahaniDirectorFebruary 22, 2021
/s/ Katrine Bosley
Katrine BosleyDirectorFebruary 22, 2021
/s/ Ronald Cooper
Ronald CooperDirectorFebruary 22, 2021
/s/ Michael Higgins
Michael HigginsDirectorFebruary 22, 2021
/s/ Gisela Schwab
Gisela Schwab, M.D.DirectorFebruary 22, 2021
/s/ George Siber
George Siber, M.D.DirectorFebruary 22, 2021

Document
Exhibit 5.1

https://cdn.kscope.io/9d50aceb8b697a5facb94bfe8e9ca471-ropesa241.jpg
ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM

February 22, 2021

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 2,120,753 shares of common stock, $0.001 par value (the “Shares”), of Genocea Biosciences, Inc., a Delaware corporation (the “Company”), issuable under the Company’s Amended and Restated 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
Ropes & Gray LLP


Document
Exhibit 23.2

Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Amended and Restated 2014 Equity Incentive Plan of Genocea Biosciences, Inc. of our report dated February 22, 2021, 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, 2020, filed with the Securities and Exchange Commission.

/s/ Ernst and Young LLP
Boston, Massachusetts
February 22, 2021