As filed with the U.S. Securities and Exchange Commission on May 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
Calithera Biosciences, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
27-2366329
|
|
(State or other jurisdiction of
Incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
343 Oyster Point Blvd., Suite 200
South San Francisco, California 94080
(Address of principal executive offices) (Zip code)
Calithera Biosciences, Inc. 2014 Equity Incentive Plan
Calithera Biosciences, Inc. 2014 Employee Stock Purchase Plan
(Full title of the plans)
Susan M.
Molineaux, Ph.D.
President and Chief Executive Officer
343 Oyster Point Blvd., Suite 200
South San Francisco, California 94080
(650) 870-1000
(Name and
address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Barbara A. Kosacz
John T. McKenna
Danielle
E. Naftulin
Cooley LLP
3175 Hanover Street
Palo
Alto, California 94304
(650) 843-5000
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
|
|
¨
|
|
|
|
|
|
|
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(2)
|
|
Proposed
Maximum
Aggregate
Offering Price(2)
|
|
Amount of
Registration Fee
|
|
Common Stock, par value $0.0001 per share
|
|
|
|
|
|
|
|
|
|
– 2014 Equity Incentive Plan
|
|
717,735
|
|
$9.275
|
|
$6,656,992.13
|
|
$773.55
|
|
– 2014 Employee Stock Purchase Plan
|
|
179,433
|
|
$9.275
|
|
$1,664,241.08
|
|
$193.39
|
|
Total
|
|
897,168
|
|
|
|
$8,321,233.21
|
|
$966.94
|
|
|
|
|
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of common stock of Calithera Biosciences, Inc. that become issuable under the 2014
Equity Incentive Plan, and the 2014 Employee Stock Purchase Plan set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares
of the Registrant’s common stock.
|
|
(2)
|
Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $9.275, the average of the high and low prices of the
Registrant’s common stock as reported on The NASDAQ Global Market on May 6, 2015.
|
EXPLANATORY NOTE
Calithera Biosciences, Inc. (the “
Registrant
”) is filing this Registration Statement on Form S-8 for the purpose
of registering an additional (a) 717,735 shares of its common stock, par value $0.0001 per share (the “
Common Stock
”), issuable to eligible persons under the 2014 Equity Incentive Plan, which Common Stock is in addition
to the shares of Common Stock registered on the Registrant’s Form S-8 filed on October 2, 2014 (File No. 333-199126) and (the “
Prior Form S-8
”) and (b) 179,433 shares of Common Stock issuable to
eligible persons under the 2014 Employee Stock Purchase Plan, which Common Stock is in addition to the shares of Common Stock registered on the Prior Form S-8.
PART II
|
ITEM 3.
|
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
|
Pursuant to General Instruction E to
Form S-8, the contents of the Prior Form S-8 are incorporated by reference herein.
All other reports and documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after
the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. 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 that also 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Schedule
Form
|
|
File
Number
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
4.1
|
|
Amended and Restated Certificate of Incorporation of Calithera Biosciences, Inc.
|
|
8-K
|
|
001-36644
|
|
3.1
|
|
October 10, 2014
|
|
|
|
|
|
|
|
|
4.2
|
|
Amended and Restated Bylaws of Calithera Biosciences, Inc.
|
|
S-1
|
|
333-198-355
|
|
3.4
|
|
September 19, 2014
|
|
|
|
|
|
|
|
|
4.3
|
|
Form of Common Stock Certificate.
|
|
S-1
|
|
333-198-355
|
|
4.1
|
|
September 25, 2014
|
|
|
|
|
|
|
|
|
5.1*
|
|
Opinion of Cooley LLP.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.2*
|
|
Consent of Cooley LLP (included in Exhibit 5.1).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.1*
|
|
Power of Attorney (see signature page hereto).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.3
|
|
2014 Equity Incentive Plan.
|
|
S-1
|
|
333-198355
|
|
10.4
|
|
September 25, 2014
|
|
|
|
|
|
|
|
|
99.4
|
|
Forms of option agreement and option grant notice for 2014 Equity Incentive Plan.
|
|
S-1
|
|
333-198355
|
|
10.5
|
|
September 25, 2014
|
|
|
|
|
|
|
|
|
99.5
|
|
2014 Employee Stock Purchase Plan.
|
|
S-1
|
|
333-198355
|
|
10.6
|
|
September 25, 2014
|
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 South San Francisco, State of California, on
May 11, 2015.
|
|
|
|
|
C
ALITHERA
B
IO
S
CIENCES
, I
NC
.
|
|
|
|
|
By:
|
|
/s/ Susan M. Molineaux
|
|
|
|
Susan M. Molineaux, Ph.D.
|
|
|
|
President and Chief Executive Officer
|
POWER OF ATTORNEY
K
NOW
A
LL
P
ERSONS
B
Y
T
HESE
P
RESENTS
, that each person whose signature appears below constitutes and appoints Susan M. Molineaux, Ph.D. and William D. Waddill, and each or any one of them, his or her true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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, and each of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, 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 any of them, or their or
his or her substitutes or substitute, may lawfully 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 by the following persons in the capacities and on the dates indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Susan M. Molineaux
Susan M. Molineaux, Ph.D.
|
|
President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
May 11, 2015
|
|
|
|
|
|
/s/ William D. Waddill
William D. Waddill
|
|
Senior Vice President, Chief Financial Officer, Treasurer and Secretary
(Principal Financial Accounting Officer)
|
|
May 11, 2015
|
|
|
|
|
|
/s/ Ralph E. Christoffersen
Ralph E. Christoffersen, Ph.D.
|
|
Director
|
|
May 11, 2015
|
|
|
|
|
|
/s/ Jonathan Drachman
Jonathan Drachman, M.D.
|
|
Director
|
|
May 11, 2015
|
|
|
|
|
|
/s/ Jean M. George
Jean M. George
|
|
Director
|
|
May 11, 2015
|
|
|
|
|
|
/s/ Deepa R. Pakianathan
Deepa R. Pakianathan, Ph.D.
|
|
Director
|
|
May 11, 2015
|
|
|
|
|
|
/s/ H. Ward Wolff
H. Ward Wolff
|
|
Director
|
|
May 11, 2015
|
EXHIBIT INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Schedule
Form
|
|
File
Number
|
|
Exhibit
|
|
Filing Date
|
|
|
|
|
|
|
|
|
4.1
|
|
Amended and Restated Certificate of Incorporation of Calithera Biosciences, Inc.
|
|
8-K
|
|
001-36644
|
|
3.1
|
|
October 10, 2014
|
|
|
|
|
|
|
|
|
4.2
|
|
Amended and Restated Bylaws of Calithera Biosciences, Inc.
|
|
S-1
|
|
333-198-355
|
|
3.4
|
|
September 19, 2014
|
|
|
|
|
|
|
|
|
4.3
|
|
Form of Common Stock Certificate.
|
|
S-1
|
|
333-198-355
|
|
4.1
|
|
September 25, 2014
|
|
|
|
|
|
|
|
|
5.1*
|
|
Opinion of Cooley LLP.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1*
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.2*
|
|
Consent of Cooley LLP (included in Exhibit 5.1).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24.1*
|
|
Power of Attorney (see signature page hereto).
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99.3
|
|
2014 Equity Incentive Plan.
|
|
S-1
|
|
333-198355
|
|
10.4
|
|
September 25, 2014
|
|
|
|
|
|
|
|
|
99.4
|
|
Forms of option agreement and option grant notice for 2014 Equity Incentive Plan.
|
|
S-1
|
|
333-198355
|
|
10.5
|
|
September 25, 2014
|
|
|
|
|
|
|
|
|
99.5
|
|
2014 Employee Stock Purchase Plan.
|
|
S-1
|
|
333-198355
|
|
10.6
|
|
September 25, 2014
|
Exhibit 5.1
John T. McKenna
T: +1 650
843 5059
jmckenna@cooley.com
May 11, 2015
Calithera Biosciences, Inc.
343 Oyster Point Blvd. Suite 200
South San Francisco, California 94080
Ladies and
Gentlemen:
You have requested our opinion as your counsel with respect to certain matters in connection with the filing by Calithera Biosciences, Inc., a
Delaware corporation (the “
Company
”), of a Registration Statement on
Form S-8
(the “
Registration Statement
”) with the Securities and Exchange Commission
covering the offering of up to an aggregate of 897,168 shares of the Company’s Common Stock, par value $0.0001 per share, including (a) 717,735 shares of Common Stock (the “
2014 Shares
”) pursuant to the
Company’s 2014 Equity Incentive Plan (the “
2014 Plan
”) and (b) 179,433 shares of Common Stock (the “
2014 ESPP Shares
”) pursuant to the Company’s 2014 Employee Stock Purchase Plan
(the “
2014 ESPP
” and together with the 2014 Plan, the “
Plans
”).
In connection with this opinion, we have
examined and relied upon (a) the Registration Statement and related prospectuses, (b) the Plans, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect as of
the date hereof and (d) such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to
the effectiveness thereof (except that such assumption is not made with respect to the due execution and delivery of documents by the Company).
As to
certain factual matters, we have relied upon a certificate of officers of the Company and have not sought to independently verify such matters. Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the 2014 Shares and the 2014 ESPP Shares, when sold and issued in
accordance with the 2014 Plan and the 2014 ESPP, respectively, and the Registration Statement and related prospectuses, will be validly issued, fully paid, and nonassessable (except as to shares issued pursuant to certain deferred payment
arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).
3175 HANOVER STREET, PALO
ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM
Calithera Biosciences, Inc
Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley
LLP
|
|
|
|
|
By:
|
|
/s/ John T. McKenna
|
|
|
|
John T. McKenna
|
3175 HANOVER STREET, PALO
ALTO, CA 94304-1130 T: (650) 843-5000 F: (650) 849-7400 WWW.COOLEY.COM