S-8 1 s-8.htm S-8 Document


As filed with the Securities and Exchange Commission on February 27, 2020
Registration No. 333- 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

IVERIC bio, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
 
20-8185347
(State or Other Jurisdiction of Incorporation
or Organization)
 
(I.R.S. Employer
Identification No.)
One Penn Plaza, 35th Floor 
New York, New York
 
10119
(Address of Principal Executive Offices)
 
(Zip Code)
 2013 Stock Incentive Plan
(Full Title of the Plan)

Glenn P. Sblendorio
President and Chief Executive Officer
IVERIC bio, Inc.
One Penn Plaza, 35th Floor
New York, New York 10119
(Name and Address of Agent for Service)

(212) 845-8200
(Telephone Number, Including Area Code, of Agent For Service)

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

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, $0.001 par value per share
 
1,985,082 shares (2)
 
$ 5.595 (3)
 
$ 11,106,533.80 (3)
 
$1,441.63
 
(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 to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)
Represents 1,985,082 additional shares of the Registrant’s Common Stock available under the Registrant’s 2013 Stock Incentive Plan as a result of an annual increase.
(3) 
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of $5.595, the average of the high and low sale prices of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on February 26, 2020 in accordance with Rule 457(c) under the Securities Act of 1933, as amended.



EXPLANATORY NOTE

This Registration Statement on Form S-8, relating to the 2013 Stock Incentive Plan of IVERIC bio, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective.  Accordingly, this Registration Statement hereby incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-191767, filed with the Securities and Exchange Commission on October 16, 2013 by the Registrant, relating to the Registrant’s Amended and Restated 2007 Stock Incentive Plan, as amended, and 2013 Stock Incentive Plan; (ii) the Registration Statement on Form S-8, File No. 333-193694, filed with the Securities and Exchange Commission on January 31, 2014 by the Registrant, relating to the Registrant’s 2013 Stock Incentive Plan; (iii) the Registration Statement on Form S-8, File No. 333-202438, filed with the Securities and Exchange Commission on March 2, 2015 by the Registrant, relating to the Registrant’s 2013 Stock Incentive Plan and certain inducement grants; (iv) the Registration Statement on Form S-8, File No. 333-208893, filed with the Securities and Exchange Commission on January 6, 2016 by the Registrant, relating to the Registrant’s 2013 Stock Incentive Plan and certain inducement grants; (v) the Registration Statement on Form S-8, File No. 333-219656, filed with the Securities and Exchange Commission on August 3, 2017 by the Registrant, relating to the Registrant’s 2013 Stock Incentive Plan; (vi) the Registration Statement on Form S-8, File No. 333-223537, filed with the Securities and Exchange Commission on March 9, 2018 by the Registrant, relating to the Registrant’s 2013 Stock Incentive Plan; and (vii) the Registration Statement on Form S-8, File No. 333-229982, filed with the Securities and Exchange Commission on March 1, 2019 by the Registrant, relating to the Registrant’s 2013 Stock Incentive Plan, in each case except for Item 8, Exhibits, with respect to which the Exhibit Index immediately preceding the exhibits attached hereto is incorporated herein by reference.


PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

Number
Description

* Filed herewith

1


 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 New York, State of New York, on this 27th day of February, 2020.
 
 
IVERIC bio, Inc.
 
By:
/s/ Glenn P. Sblendorio
 
 
Glenn P. Sblendorio
 
 
President and Chief Executive Officer
 

2



POWER OF ATTORNEY AND SIGNATURES
 
We, the undersigned officers and directors of IVERIC bio, Inc., hereby severally constitute and appoint Glenn P. Sblendorio, David F. Carroll and Todd D.C. Anderman, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable IVERIC bio, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

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/ Glenn P. Sblendorio
 
President, Chief Executive Officer and Director (principal executive officer)
 
February 27, 2020
Glenn P. Sblendorio
 
 
 
 
 
 
 
 
 
/s/ David F. Carroll
 
Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)
 
February 27, 2020
David F. Carroll
 
 
 
 
 
 
 
 
 
/s/ David R. Guyer
 
Executive Chairman of the Board of Directors
 
February 27, 2020
David R. Guyer, M.D.
 
 
 
 
 
 
 
 
 
/s/ Axel Bolte
 
Director
 
February 27, 2020
Axel Bolte
 
 
 
 
 
 
 
 
 
/s/ Adrienne L. Graves
 
Director
 
February 27, 2020
Adrienne L. Graves, Ph.D.
 
 
 
 
 
 
 
 
 
/s/ Jane P. Henderson
 
Director
 
February 27, 2020
Jane P. Henderson
 
 
 
 
 
 
 
 
 
/s/ Calvin W. Roberts
 
Director
 
February 27, 2020
Calvin W. Roberts, M.D.
 
 
 
 
 
 
 
 
 


3