GENOCEA BIOSCIENCES, INC. (Form: S-8, Received: 02/27/2015 11:09:37)

Registration No. 333-

As filed with the Securities and Exchange Commission on February 27, 2015

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

GENOCEA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware		51-0596811
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

100 Acorn Park Drive, 5 th Floor, Cambridge, MA		02140
(Address of Principal Executive Offices)		(Zip Code)

2014 Equity Incentive Plan

(Full titles of the plans)

William Clark
President and Chief Executive Officer
100 Acorn Park Drive, 5 th Floor

Cambridge, MA 02140

(Name and address of agent for service)

(617) 876-8191

(Telephone number, including area code, of agent for service)

Please send copies of all communications to:

Marc A. Rubenstein

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

617-951-7000

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

CALCULATION OF REGISTRATION FEE


Title of Each Class 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	714,769 shares	(2)	$	8.95	(3)	$	6,397,183	$	744
TOTAL	714,769 shares					$	6,397,183	$	744

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers such additional shares of Common Stock as may be issued to prevent dilution from stock splits, stock dividends and similar transactions.

(2) Represents 714,769 shares of Common Stock that were automatically added to the shares authorized for issuance under the registrant’s 2014 Equity Incentive Plan (the “2014 Plan”) on January 1, 2015 pursuant to an “evergreen” provision contained in the 2014 Plan. The “evergreen” provision provides that on each January 1 st from January 1, 2015 through January 1, 2024, the number of shares of Common Stock available for issuance under the 2014 Plan will automatically increase annually in an amount equal to the lesser of 4% of outstanding shares of the registrant’s Common Stock as of the close of business on the immediately preceding December 31 st or the number of shares determined by the registrant’s board of directors.

(3) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on the average high and low prices of the registrant’s Common Stock as reported by the NASDAQ Global Market on February 20, 2015 to be $9.08 and $8.82, respectively.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register an additional 714,769 shares under the registrant’s 2014 Equity Incentive Plan. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No.333-194021) filed with the Securities and Exchange Commission on February 19, 2014.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 8. Exhibits.

See the Exhibit Index following the signature page.

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 Cambridge, Commonwealth of Massachusetts, on this 27 th day of February, 2015.

	GENOCEA BIOSCIENCES, INC.


	By:	/s/ Jonathan Poole
		Name: Jonathan Poole
		Title: Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William Clark and Jonathan Poole, and each of them acting individually, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Genocea Biosciences, Inc., 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 full power and authority to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

* * * *

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title		Date

/s/ William Clark	President and Chief Executive Officer and Director		February 27, 2015
William Clark	(Principal Executive Officer)

/s/ Jonathan Poole	Chief Financial Officer	February 27, 2015
Jonathan Poole	(Principal Financial Officer &
	Principal Accounting Officer)

/s/ Kevin Bitterman	Director	February 27, 2015
Kevin Bitterman, Ph.D.

/s/ Katrine Bosley	Director	February 27, 2015
Katrine Bosley

/s/ Kenneth Bate	Director	February 27, 2015
Kenneth Bate

/s/ Michael Higgins	Director	February 27, 2015
Michael Higgins

/s/ Stephen J. Hoffman	Director	February 27, 2015
Stephen J. Hoffman, M.D., Ph.D.

/s/ George Siber	Director	February 27, 2015
George Siber, M.D.

EXHIBIT INDEX

4.1		Fifth Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the current report on Form 8-K filed on February 12, 2014 (File No. 001-36289) and incorporated herein by reference).

4.2		Amended and Restated By-laws (previously filed as Exhibit 3.2 to the current report on Form 8-K filed on February 12, 2014 (File No. 001-36289) and incorporated herein by reference).

4.3		Form of Common Stock Certificate (previously filed as Exhibit 4.1 to the registration statement on Form S-1 (File No. 333-193043) and incorporated herein by reference).

4.4		Genocea Biosciences, Inc. 2014 Equity Incentive Plan (previously filed as Exhibit 10.15 to the registration statement on Form S-1 (File No. 333-193043) and incorporated herein by reference).
5.1		Opinion of Ropes & Gray LLP (filed herewith).

23.1		Consent of Ernst & Young LLP (filed herewith).

23.2		Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1).

24.1		Powers of Attorney (included on the signature page in Part II).

Exhibit 5.1

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

February 27, 2015

Genocea Biosciences, Inc.
Cambridge Discovery Park

100 Acorn Park Drive, 5th Floor
Cambridge, MA 02140

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion is furnished to you in connection with the registration statement on Form S-8 (the “ Registration Statement ”), filed with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), for the registration of an aggregate of 714,769 shares of common stock, $0.001 par value (the “ Shares ”), of Genocea Biosciences, Inc., a Delaware corporation (the “ Company ”), issuable under the Company’s 2014 Equity Incentive Plan (the “ Plan ”).

We are familiar with the actions taken by the Company in connection with the adoption of the Plan. For purposes of our opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary.

The opinions expressed below are limited to the Delaware General Corporation Law.

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

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Ropes & Gray LLP

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 Equity Incentive Plan of our report dated February 27, 2015, with respect to the financial statements of Genocea Biosciences, 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
February 27, 2015