As filed with the Securities and Exchange Commission on February 27, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
SIERRA
ONCOLOGY, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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20-0138994
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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c/o 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
Chief
Executive Officer
Sierra Oncology, Inc.
c/o 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.
Amanda L. Rose, 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, or an emerging growth company. See the definition of “large accelerated
filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule
12b-2
of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of Securities
to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering
Price
Per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value
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— To be issued under the 2015 Equity Incentive
Plan
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2,095,808(2)
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$2.98(3)
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$6,245,508
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$777.57
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(1)
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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.
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(2)
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Represents additional shares of common stock reserved for issuance under the Registrant’s 2015 Equity Incentive Plan as of January 1, 2018.
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(3)
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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 23, 2018.
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REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form
S-8,
Sierra Oncology, Inc. (the “Registrant”) is filing this
Registration Statement with the SEC to register 2,095,808 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, 2018.
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
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Item 3.
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Incorporation of Documents by Reference.
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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:
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(a)
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the Registrant’s Annual Report on Form
10-K
for the year ended December 31, 2017 filed with the Commission on February 27, 2017 pursuant to Section 13 of the
Exchange Act;
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(b)
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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
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(b)
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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.
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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.
The following exhibits filed or furnished as part of this Registration
Statement on Form
S-8
are set forth below. Where so indicated by footnote, exhibits that were previously filed are incorporated by reference. For exhibits incorporated by reference, the location of the exhibit
in the previous filing is indicated.
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 27th day of February 2018.
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SIERRA ONCOLOGY, INC.
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By:
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/s/ Nick Glover
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Nick Glover
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President and Chief Executive Officer
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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.
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Name
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Title
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Date
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/s/ Nick Glover
Nick Glover
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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February 27, 2018
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/s/ Sukhi Jagpal
Sukhi Jagpal
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Chief Financial Officer
(Principal Financial
and Accounting Officer)
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February 27, 2018
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/s/ Donald Parfet
Donald Parfet
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Chairman of the Board
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February 27, 2018
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/s/ Andrew Allen
Andrew Allen
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Director
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February 27, 2018
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/s/ Jeffrey H. Cooper
Jeffrey H. Cooper
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Director
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February 27, 2018
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/s/ Daniel Estes
Daniel Estes
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Director
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February 27, 2018
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/s/ Tran Nguyen
Tran Nguyen
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Director
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February 27, 2018
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/s/ Nicole Onetto
Nicole Onetto
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Director
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February 27, 2018
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/s/ Robert Pelzer
Robert Pelzer
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Director
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February 27, 2018
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Exhibit 5.1
February 27, 2018
Sierra Oncology, Inc.
c/o 2150 – 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E8
Ladies and
Gentlemen:
As counsel to Sierra Oncology, Inc., a Delaware corporation (the “
Company
”), we have examined the
Registration Statement on Form
S-8
to be filed by the Company with the Securities and Exchange Commission (the “
Commission
”) on or about February 27, 2018 (the
“
Registration Statement
”) in connection with the registration under the Securities Act of 1933, as amended (the “
Securities Act
”), of an aggregate of 2,095,808 shares (the
“
Shares
”) of the Company’s Common Stock, $0.001 par value per share (the “
Common Stock
”), subject to issuance by the Company upon the exercise or settlement of awards (including any stock option,
restricted stock, stock bonus, stock appreciation right, restricted stock unit or award of performance shares) to be granted under the Company’s 2015 Equity Incentive Plan (the “
Plan
”). At your request, we are providing
this letter to express our opinion on the matters set forth below in this letter (“
our opinion
”).
In connection
with our opinion expressed below we have examined originals or copies of the Company’s current certificate of incorporation and bylaws, the Plan, certain corporate proceedings of the Company’s board of directors and stockholders relating
to the Registration Statement, and such other agreements, documents, certificates and statements of the Company, its transfer agent and public or governmental officials, as we have deemed advisable, and have examined such questions of law as we have
considered necessary. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures on documents submitted to us, the conformity to originals of all documents submitted to us as copies, and the
absence of any undisclosed termination, waiver or amendment to any document reviewed by us. In giving our opinion, we have also relied upon a good standing certificate regarding the Company issued by the Delaware Secretary of State and
representations made to us by the Company, including representations that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding
securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.
We render
this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Delaware General Corporation Law (“
DGCL
”).
Sierra Oncology, Inc.
February 27, 2018
Page
2
Based upon, and subject to, the foregoing, it is our opinion that when the 2,095,808 Shares
of Common Stock that may be issued and sold by the Company upon the exercise or settlement of awards (including any stock option, restricted stock, stock bonus, stock appreciation right, restricted stock unit or award of performance shares) to be
granted under the Plan, have been issued and sold by the Company against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share) in accordance with the terms (including payment
provisions) of the Plan and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and
non-assessable.
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. We do not thereby admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder. This opinion is intended solely for use in connection with the issuance and sale of the Shares subject to the Registration Statement and is not to
be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters. This opinion is rendered on, and
speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. 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 any of the opinions expressed herein.
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Very truly yours,
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/s/ Fenwick & West LLP
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FENWICK & WEST LLP
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