S-8 1 selectabiosciencess-8_apri.htm S-8 Document


As filed with the Securities and Exchange Commission on April 3, 2018
Registration No. 333-
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

 FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SELECTA BIOSCIENCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
26-1622110
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
480 Arsenal Way
Watertown, Massachusetts 02472
(Address of Principal Executive Offices) (Zip Code)
Selecta Biosciences, Inc. 2016 Incentive Award Plan
Selecta Biosciences, Inc. 2016 Employee Stock Purchase Plan
(Full Title of the Plan)
Werner Cautreels, Ph.D.
President and Chief Executive Officer
Selecta Biosciences, Inc.
480 Arsenal Way
Watertown, Massachusetts 02472
(Name and Address of Agent for Service)
(617) 923-1400
(Telephone Number, including Area Code, of Agent for Service)
Copies to:
Peter N. Handrinos, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
(617) 948-6060
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 filer
 
¨
  
Accelerated filer
 
x
Non-accelerated filer
 
¨ (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x






CALCULATION OF REGISTRATION FEE
Title 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, par value $0.0001 per share
 
407,819 shares(2)  
 
$9.30 (3)
 
$3,792,716.70
 
$473
Common Stock, par value $0.0001 per share
 
1,631,279 shares(4)  
 
$9.30 (3)
 
$15,170,894.70
 
$1,889

(1)
In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued under the Selecta Biosciences, Inc. 2016 Employee Stock Purchase Plan (“ESPP”) and the Selecta Biosciences, Inc. 2016 Incentive Award Plan (the “Incentive Plan”) to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)
Consists of 407,819 shares of Common Stock that may become issuable under the ESPP pursuant to its terms.

(3)
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on March 28, 2018.

(4)
Consists of 1,631,279 shares of Common Stock that may become issuable under the Incentive Plan pursuant to its terms.





PART I
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 407,819 shares of the common stock of Selecta Biosciences, Inc. (the “Registrant”) to be issued pursuant to the ESPP and an additional 1,631,279 shares of the Registrant’s common stock to be issued pursuant to the Incentive Plan. A Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plans is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8

Except as set forth below, the contents of the Registration Statement on Form S-8 (File No. 333-212215) filed with the Securities and Exchange Commission, relating to the ESPP and Incentive Plan, are incorporated by reference herein.

Item 8. Exhibits.
 
 
 
 
 
Number
  
Description
 
 
4.1
  
 
 
4.2
  
 
 
5.1+
  
 
 
23.1+
  
 
 
23.2 +
  
 
 
24.1+
  
Power of attorney (included on signature pages below)
 
 
99.1
  
 
 
99.2
  

+ Filed herewith





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 Watertown, Commonwealth of Massachusetts, on this 3rd day of April, 2018.
 
 
 
 
 
SELECTA BIOSCIENCES, INC.
 
 
 
By:
/s/ Werner Cautreels, Ph.D.
 
 
Werner Cautreels, Ph.D.
 
 
President, Chief Executive Officer and Director





POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Selecta Biosciences, Inc. (the "Company"), hereby severally constitute and appoint the Chief Executive Officer of the Company, who is currently Werner Cautreels, Ph.D., and the Chief Financial Officer of the Company, who is currently John Leaman, M.D., and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and 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 or necessary to be done in and about the premises, as full 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 substitute or substitutes, 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/ Werner Cautreels, Ph.D.
 
President, Chief Executive Officer and Director
April 3, 2018
Werner Cautreels, Ph.D.
 
(Principal Executive Officer)
 
 
 
 
 
/s/ John Leaman, M.D.
 
Chief Financial Officer, Head of Corporate Strategy, and Treasurer
April 3, 2018
John Leaman, M.D.
 
(Principal Financial and Accounting Officer)
 
 
 
 
 
/s/ Timothy C. Barabe
 
Director
April 3, 2018
Timothy C. Barabe
 
 
 
 
 
 
 
/s/ Omid Farokhzad, M.D.
 
Director
April 3, 2018
Omid Farokhzad, M.D.
 
 
 
 
 
 
 
/s/ Peter Barton Hutt
 
Director
April 3, 2018
Peter Barton Hutt
 
 
 
 
 
 
 
/s/ Amir Nashat, Ph.D
 
Director
April 3, 2018
Amir Nashat, Ph.D
 
 
 
 
 
 
 
/s/ Aymeric Sallin
 
Director
April 3, 2018
Aymeric Sallin
 
 
 
 
 
 
 
/s/ Timothy Springer, Ph.D.
 
Director
April 3, 2018
Timothy Springer, Ph.D.
 
 
 
 
 
 
 
/s/ Patrick Zenner
 
Director
April 3, 2018
Patrick Zenner