S-8

As filed with the Securities and Exchange Commission on March 10, 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

ONCOTHYREON INC.

(Exact name of Registrant as specified in its charter)

Delaware	26-0868560
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

2601 Fourth Avenue, Suite 500

Seattle, WA 98121

(206) 801-2100

(Address including zip code, and telephone number, including area code, of principal executive offices)

ONCOTHYREON INC.

AMENDED AND RESTATED SHARE OPTION PLAN

(Full title of the plan)

Robert L. Kirkman, M.D.

President and Chief Executive Officer

Oncothyreon Inc.

2601 Fourth Avenue, Suite 500

Seattle, WA 98121

(206) 801-2100

(Name, address, and telephone number, including area code, of agent for service)

Copy to:

Alan C. Smith

James D. Evans

Fenwick & West LLP

1191 Second Avenue, Floor 10

Seattle, Washington 98101

(206) 389-4510

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	x
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Maximum Amount to be Registered (1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock $0.0001 par value
—To be issued under the Amended and Restated Share Option Plan	2,092,821 (3)	$1.64	$3,432,226	$398.82

(1) Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and (h) under the Securities Act of 1933, as amended, based on the average of the high and low prices of the Registrant’s common stock as reported by The NASDAQ Global Market on March 5, 2015.

(3) Represents additional shares of Common Stock reserved for issuance under the Registrant’s Amended and Restated Share Option Plan as of January 1, 2015.

ONCOTHYREON INC.

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

This Registration Statement registers an additional 2,092,821 shares of common stock of Oncothyreon Inc. (the “Company”) to be issued pursuant to the Company’s Amended and Restated Share Option Plan, as amended (the “Share Option Plan”). Accordingly, the contents of the following are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8: (i) the previous Registration Statements on Forms S-8 filed by Biomira Inc. (the Company’s predecessor) with the Securities and Exchange Commission (“SEC”) for the Share Option Plan on October 26, 2007 (File No. 333-146966), as amended on December 7, 2007, and for the Amended and Restated Restricted Share Unit Plan (the “RSU Plan”) on October 26, 2007 (File No. 333-146964), (ii) the previous Registration Statement on Form S-8 filed by us with the SEC pursuant to General Instruction E for both the Share Option Plan and the RSU Plan on October 23, 2009 (File No. 333-162640), (iii) the previous Registration Statement on Form S-8 filed by us with the SEC for the Employee Stock Purchase Plan on June 3, 2010 (File No. 333-167302), (iv) the previous Registration Statement on Form S-8 filed by us with the SEC pursuant to General Instruction E for the Share Option Plan on March 14, 2011 (File No. 333-172814), (v) the previous Registration Statement on Form S-8 filed by us with the SEC pursuant to General Instruction E for the Share Option Plan on March 9, 2012 (File No. 333-180025), (vi) the previous Registration Statement on Form S-8 filed by us with the SEC pursuant to General Instruction E for the Share Option Plan on March 14, 2013 (File No. 333-187257) and (vii) the previous Registration Statement on Form S-8 filed by us with the SEC pursuant to General Instruction E for both the Share Option Plan and the RSU Plan on June 6, 2014 (File No. 333-196581).

Item 3. Incorporation of Documents by Reference

The following documents previously filed with the SEC are hereby incorporated by reference:

(a) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 filed with the SEC on March 10, 2015.

(b) All other reports filed by us pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in (a) above.

(c) The description of our common stock contained in our registration statement on Form 8-A 12B, filed December 10, 2007, pursuant to Section 12(b) of the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.

Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement, except as to specific sections of such statements 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 herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit Number	Description
4.1 (1)	Amended and Restated Certificate of Incorporation of Oncothyreon Inc.
4.2 (2)	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Oncothyreon Inc.
4.3 (3)	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock
4.4 (4)	Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock
4.5 (5)	Bylaws of Oncothyreon Inc.
4.6 (6)	Form of Registrant’s Common Stock certificate.
5.1	Opinion of Fenwick & West LLP.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Fenwick & West LLP (see Exhibit 5.1).
24.1	Power of Attorney (included on signature page).
99.1 (7)	Amended and Restated Share Option Plan.

(1) Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-4/A (File No. 333-145995), filed on September 27, 2007.

(2) Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33882), filed on June 10, 2014.

(3) Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33882), filed on September 23, 2014.

(4) Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33882), filed on February 11, 2015.

(5) Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-33882), filed on August 14, 2009.

(6) Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4/A (File No. 333-145995), filed on September 27, 2007.

(7) Incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-33882), filed on March 10, 2015.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Oncothyreon Inc., a corporation organized and existing under the laws of the State of Delaware, 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 Seattle, State of Washington, on this 10th day of March 2015.

ONCOTHYREON INC.
By:	/s/ ROBERT L. KIRKMAN, M.D.
	Robert L. Kirkman, M.D.
	President and Chief Executive Officer
	(Principal Executive Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert L. Kirkman and Julia M. Eastland, and each of them, as his or her attorneys-in-fact, with full power of substitution in each, for him or her in any and all capacities to sign any and all 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, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitutes, may 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 below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/S/ ROBERT L. KIRKMAN, M.D. Robert L. Kirkman, M.D.	President, Chief Executive Officer and Director (Principal Executive Officer)	March 10, 2015
/S/ JULIA M. EASTLAND Julia M. Eastland	Chief Financial Officer, Secretary and Vice President of Corporate Development (Principal Financial and Accounting Officer)	March 10, 2015
/S/ CHRISTOPHER HENNEY, PH.D. Christopher Henney	Chairman and Director	March 10, 2015
/S/ RICHARD JACKSON, PH.D. Richard Jackson	Director	March 10, 2015
/S/ STEVEN P. JAMES Steven P. James	Director	March 10, 2015
/S/ TED W. LOVE, M.D. Ted W. Love	Director	March 10, 2015
/S/ DANIEL SPIEGELMAN Daniel Spiegelman	Director	March 10, 2015
/S/ W. VICKERY STOUGHTON W. Vickery Stoughton	Director	March 10, 2015

INDEX TO EXHIBITS

Exhibit Number	Description
4.1 (1)	Amended and Restated Certificate of Incorporation of Oncothyreon Inc.
4.2 (2)	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Oncothyreon Inc.
4.3 (3)	Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock
4.4 (4)	Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock
4.5 (5)	Bylaws of Oncothyreon Inc.
4.6 (6)	Form of Registrant’s Common Stock certificate.
5.1	Opinion of Fenwick & West LLP.
23.1	Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.2	Consent of Fenwick & West LLP (see Exhibit 5.1).
24.1	Power of Attorney (included on signature page).
99.1 (7)	Amended and Restated Share Option Plan.

(1) Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-4/A (File No. 333-145995), filed on September 27, 2007.

(2) Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33882), filed on June 10, 2014.

(3) Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33882), filed on September 23, 2014.

(4) Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-33882), filed on February 11, 2015.

(5) Incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q (File No. 001-33882), filed on August 14, 2009.

(6) Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-4/A (File No. 333-145995), filed on September 27, 2007.

(7) Incorporated by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-33882), filed on March 10, 2015.

EX-5.1

Exhibit 5.1

March 10, 2015

Oncothyreon Inc.

2601 Fourth Avenue, Suite 500

Seattle, WA 98121

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Oncothyreon Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about March 10, 2015 in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 2,092,821 shares of the Company’s Common Stock (the “Stock”) that are subject to issuance by the Company upon the exercise of options granted or to be granted under the Amended and Restated Share Option Plan, as amended (the “Share Option Plan”).

In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(1) A copy of the Amended and Restated Certificate of Incorporation of the Company, as amended, certified by the Delaware Secretary of State on March 10, 2015 (the “Certificate”), which is certified by the Company in the Management Certificate (as defined below) as being complete and in full force and effect, unmodified and unrepealed as of the date of this opinion;

(2) A copy of the Bylaws of the Company (the “Bylaws”), which is certified by the Company in the Management Certificate as being complete and in full force and effect, unmodified and unrepealed as of the date of this opinion;

(3) The Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference;

(4) The prospectuses prepared in connection with the Registration Statement (each a “Prospectus”);

(5) Copies of minutes of meetings of, and actions by the written consent of, the Board of Directors, the Company’s incorporator and the Company’s stockholders provided to us by the Company relating to the adoption, approval, authorization and/or ratification of (i) the Certificate, (ii) the Bylaws, (iii) the Registration Statement and the issuance of Stock by the Company pursuant to the Registration Statement, and (iv) the adoption and amendment of the Share Option Plan;

(6) The stock records for the Company that the Company has provided to us (consisting of a list of the stockholders, optionholders and warrantholders of the Company that was prepared by the Company and provided to us as of March 9, 2015 and a list of any outstanding options, warrants or other rights to purchase the Company’s capital stock, and verifying the number of such issued and outstanding securities and a certificate of Computershare Trust Company, N.A., the Company’s transfer agent, dated March 10, 2015 regarding the Company’s outstanding shares of Common Stock as of March 9, 2015);

(7) A Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated March 10, 2015, stating that the Company is in good standing and has a legal corporate existence under the laws of the State of Delaware (the “Certificate of Good Standing”); and

(8) A management certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the “Management Certificate”).

Oncothyreon Inc.

March 10, 2015

Page 2

In our examination of documents for purposes of this opinion, we have assumed, and express no opinion as to, the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document reviewed by us and the due authorization, execution and delivery of all documents where due authorization, execution and delivery are prerequisites to the effectiveness thereof. We have also assumed that the transfer agent and registrar for the Stock will appropriately register such issuance in the books and records of the Company and issue an appropriate account statement evidencing the Stock credited to the recipient’s account.

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Management Certificate. We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America and of the Delaware General Corporation Law and reported judicial decisions relating thereto.

In accordance with Section 95 of the American Law Institute’s Restatement (Third) of the Law Governing Lawyers (2000), this opinion letter is to be interpreted in accordance with customary practices of lawyers rendering opinions to third parties in connection with the filing of a registration statement with the Commission of the type described herein.

Based upon the foregoing, it is our opinion that:

1. the Company is a corporation validly existing, in good standing, under the laws of the State of Delaware; and

2. the 2,092,821 shares of Stock that may be issued and sold by the Company upon the exercise of options granted or to be granted under the Share Option Plan, when issued, sold and delivered in accordance with the Share Option Plan and Share Option Plan agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and relevant Prospectus, will be validly issued, nonassessable and, to our knowledge, fully paid.

Oncothyreon Inc.

March 10, 2015

Page 3

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 Prospectuses constituting a part thereof and any amendments thereto. This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination. This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose. 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

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Oncothyreon Inc. Amended and Restated Share Option Plan of our reports dated March 10, 2015, with respect to the consolidated financial statements of Oncothyreon Inc. and the effectiveness of internal control over financial reporting of Oncothyreon Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Seattle, Washington

March 10, 2015