ProNAi Therapeutics Inc (Form: S-8, Received: 03/03/2016 07:28:18)

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

x (Do not check if a smaller reporting company)

Smaller Reporting Company

As filed with the Securities and Exchange Commission on March 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

PRONAI THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

20-0138994

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

2150 – 885 West Georgia Street

Vancouver, British Columbia, Canada V6C 3E8

(604) 558-6536

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

2015 Equity Incentive Plan

(Full title of the plan)

Nick Glover

President and Chief Executive Officer

ProNAi Therapeutics, Inc.

2150 – 885 West Georgia Street

Vancouver, British Columbia, Canada V6C 3E8

(604) 558-6536

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

Please send copies of all communications to:

Stephen M. Graham, Esq.

Robert A. Freedman, Esq.

James D. Evans, Esq.

Fenwick & West LLP

1191 Second Avenue

Seattle, WA 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 (as defined in Rule 12b-2 of the Exchange Act):

CALCULATION OF REGISTRATION FEE



Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, $0.001 par value
– To be issued under the 2015 Equity Incentive Plan	1,202,324(2)	$5.97(3)	$7,177,874	$723

(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 Registrant’s 2015 Equity Incentive Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock.

(2)	Represents additional shares of common stock reserved for issuance under the Registrant’s 2015 Equity Incentive Plan as of January 1, 2016.

(3)	Calculated solely for the purposes of this offering under Rules 457(c) and (h) of the Securities Act on the basis of the average of the high and low prices of the Registrant’s common stock as reported on The NASDAQ Global Market on February 29, 2016.

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, ProNAi Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement with the SEC to register 1,202,324 additional shares of common stock under the Registrant’s 2015 Equity Incentive Plan (“EIP”), pursuant to the provisions of the EIP providing for an automatic increase in the number of shares reserved for issuance under the EIP on January 1, 2016.

This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 16, 2015 (Registration No. 333-205693). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated herein by reference:

(a)

the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Commission on March 3, 2016 pursuant to Section 13 of the Exchange Act;

(b)

all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (a) above; and

(b)

the description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (File No. 001- 37490) filed on July 8, 2015 under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8. Exhibits.

The following exhibits are filed herewith:

Exhibit
Number

Incorporated by Reference

Filed
Herewith

Exhibit Description

Form

File No.

Exhibit

Filing Date

4.1

Restated Certificate of Incorporation of the Registrant

S-1

333-204921

3.2

6/12/2015

4.2

Restated Bylaws of the Registrant

S-1

333-204921

3.4

6/12/2015

4.3

Form of Registrant’s Common Stock certificate

S-1

333-204921

4.1

7/06/2015

5.1

Opinion of Fenwick & West LLP

23.1

Consent of Fenwick & West LLP (contained in Exhibit 5.1)

23.2

Consent of Deloitte & Touche LLP, independent registered public accounting firm

24.1

Power of Attorney (included on the signature page to this Registration Statement)

99.1

2015 Equity Incentive Plan and forms of award agreements thereunder

S-1

333-204921

10.3

7/06/2015

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 Vancouver, Province of British Columbia, on this 3rd day of March 2016.


PRONAI THERAPEUTICS, INC.

By:		/s/ Nick Glover
		Nick Glover
		President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below hereby constitutes and appoints Nick Glover and Sukhi Jagpal, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective 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, 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 connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.


Name	Title	Date

/s/ Nick Glover Nick Glover	President, Chief Executive Officer and Director (Principal Executive Officer)	March 3, 2016

/s/ Sukhi Jagpal Sukhi Jagpal	Chief Financial Officer (Principal Financial and Accounting Officer)	March 3, 2016

/s/ Donald Parfet Donald Parfet	Director	March 3, 2016

/s/ Albert Cha Albert Cha	Director	March 3, 2016

/s/ Nicole Onetto Nicole Onetto	Director	March 3, 2016

/s/ Robert Pelzer Robert Pelzer	Director	March 3, 2016

/s/ James Topper James Topper	Director	March 3, 2016

/s/ Alvin Vitangcol Alvin Vitangcol	Director	March 3, 2016

EXHIBIT INDEX

Exhibit
Number

Exhibit Description

Incorporated by Reference

Filed
Herewith

Form

File No.

Exhibit

Filing Date

4.1

Restated Certificate of Incorporation of the Registrant

S-1

333-204921

3.2

6/12/2015

4.2

Restated Bylaws of the Registrant

S-1

333-204921

3.4

6/12/2015

4.3

Form of Registrant’s Common Stock certificate

S-1

333-204921

4.1

7/06/2015

5.1

Opinion of Fenwick & West LLP

23.1

Consent of Fenwick & West LLP (contained in Exhibit 5.1)

23.2

Consent of Deloitte & Touche LLP, independent registered public accounting firm

24.1

Power of Attorney (included on the signature page to this Registration Statement)

99.1

2015 Equity Incentive Plan and forms of award agreements thereunder

S-1

333-204921

10.3

7/06/2015

Exhibit 5.1

LOGO

March 3, 2016

ProNAi Therapeutics, Inc.

2150 – 885 West Georgia Street

Vancouver, British Columbia, Canada V6C 3E8

Gentlemen and Ladies:

At your request, we have examined the Registration Statement on Form S-8 (the “ Registration Statement ”) filed by ProNAi Therapeutics, Inc., a Delaware corporation (the “ Company ”), with the Securities and Exchange Commission (the “ Commission ”) on March 3, 2016 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 1,202,324 shares of the Company’s Common Stock (the “ Stock ”), par value $0.001 per share, that are subject to issuance by the Company upon the exercise or settlement of awards to be granted under the Company’s 2015 Equity Incentive Plan (the “ 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:

The Company’s Restated Certificate of Incorporation, certified by the Delaware Secretary of State on July 21, 2015 (the “ Restated Certificate ”).

The Company’s Amended and Restated Bylaws, as certified to us as of the date hereof by an officer of the Company as being complete and in full force and effect as of the date hereof (the “ Bylaws ”).

The Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference.

The prospectus prepared in connection with the Registration Statement (the “ Prospectus ”).

The Plan and related forms of Plan agreements.

Minutes of meetings and actions by written consent of the Company’s Board of Directors and the Company’s stockholders provided to us by the Company relating to the adoption, approval, authorization and/or ratification of (i) the Restated Certificate, (ii) the Bylaws, (iii) the Plan and (iv) the filing of the Registration Statement, the reservation of the Stock for sale and issuance pursuant to the Plan and the sale and issuance of the Stock pursuant to the Plan.

The stock records for the Company that the Company has provided to us (consisting of a list of stockholders and a list of option holders respecting the Company’s capital and of any rights to purchase capital stock that was prepared by the Company and provided to us as of March 1, 2016 and a certificate of the Company’s transfer agent, dated March 2, 2016 regarding the Company’s outstanding shares of common stock as of March 1, 2016).

A Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated March 2, 2016, stating that the Company is qualified to do business and in good standing under the laws of the State of Delaware (the “ Certificate of Good Standing ”).

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

In our examination of documents for purposes of this opinion, we have relied on the accuracy of representations to us by officers of the Company with respect 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, and the lack of any undisclosed termination, modification, waiver or amendment to any document referenced in clauses (5) and (6) above to us.

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 the Delaware General Corporation Law and reported judicial decisions relating thereto.

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 1,202,324 shares of Stock that may be issued and sold by the Company upon the exercise or settlement of awards to be granted under the Plan, when issued, sold and delivered in accordance with the Plan and purchase agreements to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

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 Prospectus constituting a part thereof and any amendments thereto.

This opinion is intended solely for use in connection with issuance and sale of shares of Stock subject to the Registration Statement and is not to be relied upon for any other purpose. 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. 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 the opinions expressed herein.

Very truly yours,

/s/ Fenwick & West LLP

FENWICK & WEST LLP

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 3, 2016, relating to the consolidated financial statements of ProNAi Therapeutics, Inc. and subsidiaries (the “Company”) appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2015.

/s/ Deloitte & Touche LLP

Detroit, Michigan

March 3, 2016