S-8

As filed with the Securities and Exchange Commission on March 11, 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

ELEVEN BIOTHERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	26-2025616
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

215 First Street, Suite 400 Cambridge, MA	02142
(Address of Principal Executive Offices)	(Zip Code)

2014 Stock Incentive Plan

(Full Title of the Plan)

Abbie C. Celniker, Ph.D.

President and Chief Executive Officer

Eleven Biotherapeutics, Inc.

215 First Street, Suite 400

Cambridge, MA 02142

(Name and Address of Agent For Service)

(617) 871-9911

(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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b of the Exchange Act.

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

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	722,331 shares(2)	$10.84(3)	$7,826,456.39(3)	$910.00

(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 shares reserved on January 1, 2015 for issuance for awards that may be granted under the 2014 Stock Incentive Plan. Shares issuable upon exercise of the options granted under the 2014 Stock Incentive Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on April 9, 2014 (Registration No. 333-195170).

(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 4, 2015.

Statement of Incorporation by Reference

This registration statement on Form S-8 is being filed to register the offer and sale of an additional 722,331 shares of common stock, $0.001 par value per share, of Eleven Biotherapeutics, Inc. (the “Registrant”) reserved on January 1, 2015 for issuance for awards granted under the Registrant’s 2014 Stock Incentive Plan, pursuant to the terms of such plan. In accordance with General Instruction E to Form S-8, this registration statement on Form S-8 hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission on April 9, 2014 (Registration No. 333-195170).

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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 Cambridge, Massachusetts, on this 11^th day of March, 2015.

ELEVEN BIOTHERAPEUTICS, INC.
By:	/s/ Abbie C. Celniker, Ph.D.
	Abbie C. Celniker, Ph.D.
	President and Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Eleven Biotherapeutics, Inc., hereby severally constitute and appoint Abbie C. Celniker, Ph.D., and Gregory D. Perry, 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 Eleven Biotherapeutics, 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/ Abbie C. Celniker, Ph.D.	President and Chief Executive Officer (Principal Executive Officer)	March 11, 2015
Abbie C. Celniker, Ph.D.
/s/ Gregory D. Perry	Chief Financial and Business Officer (Principal financial and accounting officer)	March 11, 2015
Gregory D. Perry
/s/ Daniel S. Lynch	Chairman of the Board of Directors	March 11, 2015
Daniel S. Lynch
/s/ David A. Berry, M.D., Ph.D.	Director	March 11, 2015
David A. Berry, M.D., Ph.D.

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/s/ Paul G. Chaney	Director	March 11, 2015
Paul G. Chaney
/s/ Jay S. Duker, M.D.	Director	March 11, 2015
Jay S. Duker, M.D.
/s/ Wendy L. Dixon, Ph.D.	Director	March 11, 2015
Wendy L. Dixon, Ph.D.
/s/ Barry J. Gertz, M.D., Ph.D.	Director	March 11, 2015
Barry J. Gertz, M.D., Ph.D.
/s/ Jane V. Henderson	Director	March 11, 2015
Jane V. Henderson
/s/ Cary G. Pfeffer, M.D.	Director	March 11, 2015
Cary G. Pfeffer, M.D.

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INDEX TO EXHIBITS

Number	Description
4.1	Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on February 18, 2014)
4.2	Amended and Restated By-laws of the Registrant (Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the SEC on February 18, 2014)
5.1	Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1	Consent of Ernst & Young LLP
23.2	Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
24	Power of attorney (included on signature page)
99.1	2014 Stock Incentive Plan (Incorporated by reference to Exhibit 10.5 to our Registration Statement on Form S-1/A filed with the SEC on January 23, 2014)

EX-5.1

March 11, 2015	+1 617 526 6000 (t)
	+1 617 526 5000 (f)
	wilmerhale.com

Eleven Biotherapeutics, Inc.

215 First Street, Suite 400

Cambridge, Massachusetts 02142

Re: 2014 Stock Incentive Plan

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 722,331 shares of common stock, $0.001 par value per share (the “Shares”), of Eleven Biotherapeutics, Inc., a Delaware corporation (the “Company”), issuable under the Company’s 2014 Stock Incentive Plan (the “Plan”).

We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plan, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of The Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.

Eleven Biotherapeutics, Inc.

March 11, 2015

Page 2

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Sincerely,
WILMER CUTLER PICKERING HALE AND DORR LLP
By:	/s/ Richard A. Hoffman
	Richard A. Hoffman, Partner

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 2014 Stock Incentive Plan of Eleven Biotherapeutics, Inc. of our report dated March 6, 2015 with respect to the financial statements of Eleven Biotherapeutics, 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

Boston, Massachusetts

March 11, 2015