As filed with the Securities and Exchange Commission on February 28, 2019

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)

 

 

 

Delaware   20-0138994

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

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

 

Large accelerated filer   ☐    Accelerated filer   ☒
Non-accelerated filer   ☐    Smaller reporting company   ☒
     Emerging growth company   ☒

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 7(a)(2)(B) of the Securities Act.  ☒

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities

To Be Registered

 

Amount

To Be

Registered (1)

 

Proposed

Maximum

Offering Price

Per Share (2)

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee

Common Stock, $0.001 par value per share

               

—2015 Equity Incentive Plan

  2,974,638(3)   $1.71   $5,086,631   $616.50

 

 

(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)

Estimated in accordance with Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $1.71 was computed by averaging the high and low prices of a share of Registrant’s common stock as reported on The Nasdaq Global Market on February 22, 2019.

(3)

Represents additional shares of common stock reserved for issuance under the Registrant’s 2015 Equity Incentive Plan as of January 1, 2019.

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 2,974,638 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, 2019.

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, 2018 filed with the Commission on February 28, 2019 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 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.

 

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    Certificate of Amendment of the Restated Certificate of Incorporation      8-K        001-37490        3.1        1/11/2017     
  4.3    Restated Bylaws of the Registrant      S-1        333-204921        3.4        6/12/2015     
  4.4    Form of Registrant’s Common Stock Certificate      S-1        333-204921        4.1        7/06/2015     
  5.1    Opinion of Fenwick & West LLP                  X  
23.1    Consent of Fenwick & West LLP (contained in Exhibit 5.1)                  X  
23.2    Consent of Deloitte & Touche LLP, independent registered public accounting firm                  X  
24.1    Power of Attorney (included on the signature page to this Registration Statement)                  X  
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 28th day of February 2019.

 

SIERRA ONCOLOGY, 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.

 

Signature    Title   Date

/s/ Nick Glover

Dr. Nick Glover

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

  February 28, 2019

/s/ Sukhi Jagpal

Sukhi Jagpal

  

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

  February 28, 2019

/s/ Donald Parfet

Donald Parfet

   Chairman of the Board   February 28, 2019

/s/ Andrew Allen

Andrew Allen

   Director   February 28, 2019

/s/ Jeffrey H. Cooper

Jeffrey H. Cooper

   Director   February 28, 2019

/s/ Daniel Estes

Daniel Estes

   Director   February 28, 2019

/s/ Tran Nguyen

Tran Nguyen

   Director   February 28, 2019

/s/ Nicole Onetto

Nicole Onetto

   Director   February 28, 2019

/s/ Robert Pelzer

Robert Pelzer

   Director   February 28, 2019

Exhibit 5.1

 

LOGO

February 28, 2019

Sierra Oncology, Inc.

c/o 2150 – 885 West Georgia Street

Vancouver, British Columbia, Canada V6C 3E8

Ladies and Gentlemen:

At your request, 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 28, 2019 (the “ Registration Statement ”) in connection with the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of an aggregate of 2,974,638 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 we have examined such questions of law as we have considered necessary.

In our examination of documents for purposes of this opinion, we have assumed the authenticity and completeness of all documents submitted to us as originals, the genuineness of all signatures on documents reviewed by us, the conformity to originals and the completeness of all documents submitted to us as copies, the legal capacity of all parties executing any documents (other than the Company), and the absence of any undisclosed termination or modification or waiver of any document, the absence of any extrinsic agreements or documents that might change or affect the interpretation or terms of documents, and the due authorization, execution and delivery of all documents by each party thereto other than the Company. We have also assumed that any certificates or instruments representing the Shares, when issued, will be executed by the Company by officers of the Company duly authorized to do so. In rendering our opinion, we have also relied upon a good standing certificate regarding the Company issued by the Delaware Secretary of State and representations and certifications made to us by the Company, including without limitation representations in a management certificate addressed to us of even date herewith 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 28, 2019

Page 2

 

Based upon, and subject to, the foregoing, it is our opinion that when the 2,974,638 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 without limitation payment and authorization 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.

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 February 28, 2019, relating to the consolidated financial statements of Sierra Oncology, Inc. and subsidiaries (the “Company) appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2018.

/s/ Deloitte & Touche LLP

Grand Rapids, MI

February 28, 2019