As filed with the Securities and Exchange Commission on March 17, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GlobeImmune, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 84-1353925 | |
| (State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
1450 Infinite Drive
Louisville, CO 80027
(Address of principal executive offices) (Zip code)
2014 Equity Incentive Plan
2014 Employee Stock Purchase Plan
(Full title of the plan)
Timothy C. Rodell, M.D.
Chief Executive Officer and President
GlobeImmune, Inc.
1450 Infinite Drive
Louisville, CO 80027
(303) 625-2700
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Brent D. Fassett
Francis R. Wheeler
Matthew P. Dubofsky
Cooley LLP
380 Interlocken Crescent, Suite 900
Broomfield, Colorado 80021
Tel: (720) 566-4000
Fax: (720) 566-4099
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 | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x | |||
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered |
Amount to be Registered (1) |
Proposed Maximum Offering Price per Share (2) |
Proposed Maximum Offering Price (2) |
Amount of Registration Fee | ||||
| Common Stock, par value $0.001 per share |
287,577 shares | $6.87 | $1,975,654.00 | $230.00 | ||||
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| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the plans as set forth herein by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of the Registrant’s Common Stock. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the NASDAQ Capital Market on March 12, 2015, in accordance with Rule 457(c) of the Securities Act. |
The chart below details the calculation of the registration fee:
| Title of Securities to be Registered |
Number of Shares |
Offering Price Per Share |
Aggregate Offering Price |
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| Common Stock, par value $0.001 per share, reserved for future issuance under the 2014 Equity Incentive Plan |
230,062 | $ | 6.87 | $ | 1,580,525.94 | |||||||
| Common Stock, par value $0.001 per share, reserved for future issuance under the 2014 Employee Stock Purchase Plan |
57,515 | $ | 6.87 | $ | 395,128.05 | |||||||
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| Total |
287,577 | $ | 1,975,653.99 | |||||||||
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional (i) 230,062 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2014 Equity Incentive Plan; and (ii) 57,515 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2014 Employee Stock Purchase Plan.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8
GlobeImmune, Inc. is hereby registering an additional (i) 230,062 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2014 Equity Incentive Plan; and (ii) 57,515 shares of the Registrant’s Common Stock to be issued pursuant to the Registrant’s 2014 Employee Stock Purchase Plan. The contents of the Registration Statement on Form S-8 (File No. 333-199232), as filed with the Securities and Exchange Commission (the “Commission”) on October 9, 2014, is incorporated herein by reference.
EXHIBITS
| Exhibit |
Description | |
| 3.1 (1) | Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect. | |
| 3.2 (2) | Amended and Restated Bylaws of the Registrant, as currently in effect. | |
| 4.1 (3) | Form of Registrant’s Common Stock Certificate. | |
| 5.1 | Opinion of Cooley LLP. | |
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of KPMG LLP, independent registered public accounting firm. | |
| 24.1 | Power of Attorney (included on the signature page of this Form S-8). | |
| 99.1 (4) | 2002 Stock Incentive Plan | |
| 99.2 (5) | 2014 Equity Incentive Plan | |
| 99.3 (6) | 2014 Employee Stock Purchase Plan | |
| (1) | Previously filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 9, 2014, and incorporated herein by reference. |
| (2) | Previously filed as Exhibit 3.5 to Registrant’s Registration Statement on Form S-1, as amended (File No. 333-194606), filed with the Securities and Exchange Commission on March 17, 2014, and incorporated herein by reference. |
| (3) | Previously filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1, as amended (File No. 333-194606), filed with the Securities and Exchange Commission on March 17, 2014, and incorporated herein by reference. |
| (4) | Previously filed as Exhibit 10.1 to Registrant’s Registration Statement on Form S-1, as amended (File No. 333-194606), filed with the Securities and Exchange Commission on March 17, 2014, and incorporated herein by reference. |
| (5) | Previously filed as Exhibit 10.2 to Registrant’s Registration Statement on Form S-1, as amended (File No. 333-194606), filed with the Securities and Exchange Commission on March 17, 2014, and incorporated herein by reference. |
| (6) | Previously filed as Exhibit 10.3 to Registrant’s Registration Statement on Form S-1, as amended (File No. 333-194606), filed with the Securities and Exchange Commission on March 17, 2014, and incorporated herein by reference. |
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, State of Colorado, on March 17, 2015.
| GLOBEIMMUNE, INC. | ||
| By: | /s/ Timothy C. Rodell | |
| Timothy C. Rodell, M.D. | ||
| Chief Executive Officer and President | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy C. Rodell and C. Jeffrey Dekker, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Timothy C. Rodell Timothy C. Rodell, M.D. |
Chief Executive Officer, President and Director (Principal Executive Officer) |
March 17, 2015 | ||
| /s/ C. Jeffrey Dekker C. Jeffrey Dekker |
Vice President, Finance and Treasurer (Principal Financial and Accounting Officer) |
March 17, 2015 | ||
| /s/ J. William Freytag J. William Freytag, Ph.D. |
Chairman of the Board of Directors and Director |
March 17, 2015 | ||
| /s/ Augustine J. Lawlor Augustine J. Lawlor |
Director |
March 17, 2015 | ||
| /s/ Dan J. Mitchell Dan J. Mitchell |
Director |
March 17, 2015 | ||
| /s/ S. Edward Torres S. Edward Torres |
Director |
March 17, 2015 | ||
EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 (1) | Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect. | |
| 3.2 (2) | Amended and Restated Bylaws of the Registrant, as currently in effect. | |
| 4.1 (3) | Form of Registrant’s Common Stock Certificate. | |
| 5.1 | Opinion of Cooley LLP. | |
| 23.1 | Consent of Cooley LLP (included in Exhibit 5.1). | |
| 23.2 | Consent of KPMG LLP, independent registered public accounting firm. | |
| 24.1 | Power of Attorney (included on the signature page of this Form S-8). | |
| 99.1 (4) | 2002 Stock Incentive Plan | |
| 99.2 (5) | 2014 Equity Incentive Plan | |
| 99.3 (6) | 2014 Employee Stock Purchase Plan | |
| (1) | Previously filed as Exhibit 3.1 to Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 9, 2014, and incorporated herein by reference. |
| (2) | Previously filed as Exhibit 3.5 to Registrant’s Registration Statement on Form S-1, as amended (File No. 333-194606), filed with the Securities and Exchange Commission on March 17, 2014, and incorporated herein by reference. |
| (3) | Previously filed as Exhibit 4.1 to Registrant’s Registration Statement on Form S-1, as amended (File No. 333-194606), filed with the Securities and Exchange Commission on March 17, 2014, and incorporated herein by reference. |
| (4) | Previously filed as Exhibit 10.1 to Registrant’s Registration Statement on Form S-1, as amended (File No. 333-194606), filed with the Securities and Exchange Commission on March 17, 2014, and incorporated herein by reference. |
| (5) | Previously filed as Exhibit 10.2 to Registrant’s Registration Statement on Form S-1, as amended (File No. 333-194606), filed with the Securities and Exchange Commission on March 17, 2014, and incorporated herein by reference. |
| (6) | Previously filed as Exhibit 10.3 to Registrant’s Registration Statement on Form S-1, as amended (File No. 333-194606), filed with the Securities and Exchange Commission on March 17, 2014, and incorporated herein by reference. |