As filed with the Securities and Exchange Commission on August 6, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
SIERRA ONCOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 20-0138994 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
c/o 2150 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E8
(604) 558-6536
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
2018 Equity Inducement Plan
(Full title of the plan)
Stephen G. Dilly
Chief Executive Officer
Sierra Oncology, Inc.
c/o 2150 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E8
(604) 558-6536
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Stephen M. Graham, Esq.
Amanda L. Rose, Esq.
Fenwick & West LLP
1191 Second Avenue
Seattle, WA 98101
(206) 389-4510
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 | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth 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 any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Securities To Be Registered |
Amount To Be Registered (1) |
Proposed Maximum Offering
Price |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Common Stock, $0.001 par value per share |
||||||||
To be issued under the 2018 Equity Inducement Plan |
300,000(2) | $12.10(3) | $3,630,000 | $472.00 | ||||
Outstanding under the 2018 Equity Inducement Plan |
200,000(4) | $12.55(5) | $2,509,000 | $326.00 | ||||
Total |
500,000 | $6,139,000 | $798.00 | |||||
| ||||||||
|
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement shall also cover any additional shares of the Registrants common stock that become issuable under the Registrants 2018 Equity Inducement Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrants outstanding shares of common stock. |
(2) | Represents 300,000 shares of common stock reserved for issuance upon the exercise or settlement of equity awards to be granted under the Registrants 2018 Equity Inducement Plan to certain employees as a material inducement to their acceptance of employment with the Registrant. |
(3) | Estimated in accordance with Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $12.10 was computed by averaging the high and low prices of a share of Registrants common stock as reported on The Nasdaq Global Market on August 4, 2020. |
(4) | Represents shares of common stock reserved for issuance pursuant to outstanding stock option awards under the Registrants 2018 Equity Inducement Plan. |
(5) | Calculated in accordance with Rule 457(h) of the Securities Act on the basis of the weighted average exercise price for outstanding stock option awards of $12.55 per share (rounded up to the nearest cent) as of the date of this Registration Statement. |
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Sierra Oncology, Inc. (the Registrant) is filing this Registration Statement with the SEC to register 500,000 additional shares of common stock available for issuance under the 2018 Equity Inducement Plan (the Inducement Plan). The Registrants Board of Directors has approved such increase in the number of shares available for issuance under the Inducement Plan.
This Registration Statement hereby incorporates by reference the contents of the Registrants registration statement on Form S-8 filed with the Securities and Exchange Commission (the Commission) on November 8, 2018 (registration number 333-228263). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the Exchange Act) are incorporated herein by reference:
(a) | the Registrants Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Commission on March 3, 2020 pursuant to Section 13 of the Exchange Act; |
(b) | all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrants Annual Report on Form 10-K referred to in (a) above; and |
(b) | the description of the Registrants common stock contained in the Registrants registration statement on Form 8-A (File No. 001- 37490) filed on July 8, 2015 under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8. Exhibits.
The following exhibits filed or furnished as part of this Registration Statement on Form S-8 are set forth below. Where so indicated by footnote, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit in the previous filing is indicated.
Exhibit Number |
Incorporated by Reference | Filed Herewith |
||||||||||||||||||||
Exhibit Description |
Form | File No. | Exhibit | Filing Date | ||||||||||||||||||
4.1 | Restated Certificate of Incorporation of the Registrant | S-1 | 333-204921 | 3.2 | 6/12/2015 | |||||||||||||||||
4.2 | Certificate of Amendment of the Restated Certificate of Incorporation | 8-K | 001-37490 | 3.1 | 1/22/2020 | |||||||||||||||||
4.3 | Certificate of Designation of Preferences, Rights and Limitations, with respect to the Series A Convertible Voting Preferred Stock | 8-K | 001-37490 | 3.1 | 11/13/2019 | |||||||||||||||||
4.4 | Amended and Restated Bylaws of the Registrant | 8-K | 001-37490 | 3.1 | 4/16/2020 | |||||||||||||||||
4.5 | Form of Registrants Common Stock Certificate | S-1 | 333-204921 | 4.1 | 7/06/2015 | |||||||||||||||||
5.1 | Opinion of Fenwick & West LLP | X | ||||||||||||||||||||
23.1 | Consent of Fenwick & West LLP (contained in Exhibit 5.1) | X | ||||||||||||||||||||
23.2 | Consent of Deloitte & Touche LLP, independent registered public accounting firm | X | ||||||||||||||||||||
24.1 | Power of Attorney (included on the signature page to this Registration Statement) | X | ||||||||||||||||||||
99.1 | 2018 Equity Inducement Plan, as amended | 10Q | 001-37490 | 10.3 | 8/06/2020 |
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Vancouver, Province of British Columbia, on this 6th day of August 2020.
SIERRA ONCOLOGY, INC. | ||
By: |
/s/ Stephen G. Dilly | |
Stephen G. Dilly | ||
President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Stephen G. Dilly and Sukhi Jagpal, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature | Title | Date | ||
/s/ Stephen G. Dilly Stephen G. Dilly |
President, Chief Executive Officer and Director (Principal Executive Officer) |
August 6, 2020 | ||
/s/ Sukhi Jagpal Sukhi Jagpal |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
August 6, 2020 | ||
/s/ Robert Pelzer Robert Pelzer |
Chairman of the Board | August 6, 2020 | ||
/s/ Gaurav Aggarwal Gaurav Aggarwal |
Director | August 6, 2020 | ||
/s/ Andrew Allen Andrew Allen |
Director | August 6, 2020 | ||
/s/ Mona Ashiya Mona Ashiya |
Director | August 6, 2020 | ||
/s/ Craig Collard Craig Collard |
Director | August 6, 2020 | ||
/s/ Jeffrey H. Cooper Jeffrey H. Cooper |
Director | August 6, 2020 | ||
/s/ Josh Richardson Josh Richardson |
Director | August 6, 2020 | ||
/s/ Andrew Sinclair Andrew Sinclair |
Director | August 6, 2020 |
Exhibit 5.1
August 6, 2020
Sierra Oncology, Inc.
c/o 2150 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E8
Ladies and Gentlemen:
At your request, as counsel to Sierra Oncology, Inc., a Delaware corporation (the Company), we have examined the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the Commission) on or about August 6, 2020 (the Registration Statement) in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), of the issuance of an aggregate of 500,000 shares (the Shares) of the Companys Common Stock, $0.001 par value per share (the Common Stock), subject to issuance by the Company upon the exercise or settlement of awards granted or to be granted under the Companys 2018 Equity Inducement Plan, as amended (the Plan). At your request, we are providing this letter to express our opinion on the matters set forth below in this letter (our opinion).
In connection with our opinion expressed below we have examined originals or copies of the Companys current certificate of incorporation and bylaws (collectively, the Charter Documents), the Registration Statement and the exhibits thereto, the Plan and the prospectus relating to the Plan, certain corporate proceedings of the Companys board of directors and stockholders relating to the adoption or approval of the Charter Documents, the Plan and related forms of Plan agreements for use thereunder, the reservation of the Shares for sale and issuance, the filing of the Registration Statement and the registration of the issuance of the Shares under the Securities Act, and documents (including a certificate from the Companys transfer agent) regarding the Companys outstanding and reserved capital stock and other securities and such other documents as we have deemed advisable, and we have examined such questions of law as we have considered necessary.
In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the authenticity and completeness of all documents submitted to us as originals, the genuineness of all signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), and the absence of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by the Company by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a good standing certificate regarding the Company issued by the Delaware Secretary of State and representations and certifications made to us by the Company, including without limitation representations in a management certificate addressed to us of even date herewith that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.
We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Delaware General Corporation Law (DGCL). We express no opinion with respect to the securities or blue sky laws of any state.
Sierra Oncology, Inc.
August 6, 2020
Page 2
Based upon, and subject to, the foregoing, it is our opinion that when the 500,000 Shares of Common Stock that may be issued and sold by the Company upon the exercise or settlement of awards granted or to be granted
under the Plan, have been issued and sold by the Company against the Companys receipt of payment therefor (in an amount and type of consideration not less than the par value per Share) in accordance with the terms (including without limitation payment and authorization provisions) of the Plan, and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectus constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is intended solely for use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.
Very truly yours, |
/s/ Fenwick & West LLP |
FENWICK & WEST LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 3, 2020, relating to the financial statements of Sierra Oncology, Inc. appearing in the Annual Report on Form 10-K of Sierra Oncology, Inc. for the year ended December 31, 2019.
/s/ DELOITTE & TOUCHE LLP
Grand Rapids, MI
August 6, 2020
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