As filed with the Securities and Exchange Commission on June 3, 2016

Registration No. 333-          

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Trovagene, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation or organization)

 

27-2004382
(I.R.S. Employer
Identification No.)

 

1055 Flintkote Avenue, Suite B

San Diego, CA 92121

(Address of principal executive offices) (Zip Code)

 

2014 Equity Incentive Plan, as amended

(Full title of the plans)

 

William J. Welch

1055 Flintkote Avenue, Suite B

San Diego, CA 92121

(Name and Address of agent for service)

 

(858) 952-7570

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

 

With a copy to:

 

Jeffrey Fessler, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32 nd  Floor

New York, NY 10006

Phone (212) 930-9700

Fax (212) 930-9725

 

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

 

Large accelerated filer  o

 

Accelerated filer  x

 

Non-accelerated filer  o

 

 

Smaller Reporting Company  o

 

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities
to be Registered

 

Amount to
be
Registered

 

Proposed Maximum
Offering Price Per
Share

 

Proposed Maximum
Aggregate Offering
Price

 

Amount of
Registration Fee

 

Common Stock, $.0001 par value

 

2,500,000

(1)(2)

$

5.10

(3)

$

12,750,000

 

$

1,284

 

(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 Registrant’s common stock that become issuable under the Company’s 2014 Equity Incentive Plan, as amended, by reason of any stock dividend, stock split, recapitalization or other similar transaction that increases the number of the outstanding shares of the Registrant’s common stock.

 

(2)                                  Represents additional shares of common stock, par value $0.0001 per share (the “Common Stock”) of Trovagene, Inc. (the “Registrant”) authorized for issuance under the Trovagene, Inc. 2014 Equity Incentive Plan, as amended (the “Plan”).

 

(3)                                  Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) of the Securities Act, using the last sale price reported on The NASDAQ Capital Market on June 1, 2016.

 

 

 


 

EXPLANATORY NOTE

 

This Registration Statement registers an additional 2,500,000 shares of the Registrant’s Common Stock that may be offered and sold under the Plan. This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which one or more other registration statements filed on this form relating to the same employee benefit plan are effective. Pursuant to General Instruction E to Form S-8, the contents of the Registrant’s previously filed registration statement on Form S-8 relating to the Plan (File No. 333-205424), filed with the Securities and Exchange Commission on July 1, 2015, including any amendments thereto or filings incorporated therein, are hereby incorporated by reference herein to the extent not otherwise amended or superseded by the contents hereof.

 

On May 17, 2016, the Registrant held its 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”). At the 2016 Annual Meeting, the Registrant’s stockholders voted affirmatively, among other things, to amend the Plan to increase the number of shares of Common Stock authorized to be issued pursuant to the Plan to 7,500,000 shares from 5,000,000 shares of Common Stock.

 

PART II

 

INFORMATION NOT REQUIRED IN THE PROSPECUTS

 

Item 8. Exhibits.

 

Exhibit Number

 

Description

5.1

 

Opinion of Sichenzia Ross Friedman Ference LLP

10.1

 

2014 Equity Incentive Plan, as amended (Incorporated by reference to the Registrant’s Form S-8 filed with the Securities and Exchange Commission on July 1, 2015)

23.1

 

Consent of BDO USA LLP.

23.2

 

Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)

24.1

 

Powers of Attorney (included on signature page)

 

2


 

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 Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, California, on the 3rd day of June, 2016.

 

 

TROVAGENE, INC.

 

 

 

 

By:

/s/ WILLIAM J. WELCH

 

 

William J. Welch

 

 

President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William J. Welch his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him/her and in his name, place and stead, in any and all capacities to sign any or all amendments (including, without limitation, post-effective amendments) to this Registration Statement, any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and any or all pre- or post-effective amendments thereto, and to file the same, with all exhibits thereto, and all 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 and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or any substitute or substitutes for him, may lawfully do or cause to be done by virtue hereof.  Pursuant to the requirements of the Securities Act of 1933, the following persons in the capacities and on the dates indicated have signed this Registration Statement below.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ WILLIAM J. WELCH

 

President, Chief Executive Officer and Director

 

June 3, 2016

William J. Welch

 

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

/s/ THOMAS H. ADAMS

 

Chairman of the Board

 

June 3, 2016

Thomas H. Adams

 

 

 

 

 

 

 

 

 

/s/ JOHN P. BRANCACCIO

 

Director

 

June 3, 2016

John P. Brancaccio

 

 

 

 

 

 

 

 

 

/s/ GARY S. JACOB

 

Director

 

June 3, 2016

Gary S. Jacob

 

 

 

 

 

 

 

 

 

/s/ STANLEY N. TENNANT

 

Director

 

June 3, 2016

Stanley N. Tennant

 

 

 

 

 

 

 

 

 

/s/ RODNEY S. MARKIN

 

Director

 

June 3, 2016

Rodney S. Markin

 

 

 

 

 

 

 

 

 

/s/ PAUL BILLINGS

 

Director

 

June 3, 2016

Paul Billings

 

 

 

 

 

3


 

EXHIBIT INDEX

 

Exhibit Number

 

Description

5.1

 

Opinion of Sichenzia Ross Friedman Ference LLP

10.1

 

2014 Equity Incentive Plan, as amended(Incorporated by reference to the Registrant’s Form S-8 filed with the Securities and Exchange Commission on July 1, 2015)

23.1

 

Consent of BDO USA LLP.

23.2

 

Consent of Sichenzia Ross Friedman Ference LLP (included in Exhibit 5.1)

24.1

 

Powers of Attorney (included on signature page)

 

4

Exhibit 5.1

 

 

June 3, 2016

 

VIA ELECTRONIC TRANSMISSION

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 

Re:                              Trovagene, Inc.

Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We refer to the above-captioned registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), filed by Trovagene, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission.

 

We have examined the originals, photocopies, certified copies or other evidence of such records of the Company, certificates of officers of the Company and public officials, and other documents as we have deemed relevant and necessary as a basis for the opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as certified copies or photocopies and the authenticity of the originals of such latter documents.

 

Based on our examination mentioned above, we are of the opinion that the securities being registered to be sold pursuant to the Registration Statement are duly authorized and will be, when sold in the manner described in the Registration Statement, legally and validly issued, and fully paid and non-assessable.

 

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Securities and Exchange Commission.

 

This opinion letter is based as to matters of law solely on the Delaware General Corporation Law, and we express no opinion herein as to any other laws, statutes, ordinances, rules or regulations. As used herein, the term “Delaware General Corporation Law” includes the statutory provisions contained therein, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting such provisions.

 

This opinion is limited to the matters stated herein, and no opinion or belief is implied or may be inferred beyond the matters expressly stated herein. This opinion is based upon currently existing statutes, rules, regulations and judicial decisions, and we disclaim any obligation to advise you of any change in any of these sources of law or subsequent legal or factual developments which might affect any matters or opinions set forth herein.

 

 


 

 

Very truly yours,

 

 

 

/s/ Sichenzia Ross Friedman Ference LLP

 

 

 

Sichenzia Ross Friedman Ference LLP

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

Trovagene, Inc.

San Diego, California

 

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our report dated March 10, 2016, relating to the consolidated financial statements, and the effectiveness of Trovagene, Inc.’s internal control over financial reporting appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.

 

/s/ BDO USA, LLP

 

San Diego, California

June 3, 2016