As filed with the Securities and Exchange Commission on March 11, 2021
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 No.) |
1820 Gateway Drive, Suite 110 San Mateo, California, 94404
(Address of Principal Executive Offices) (Zip Code)
2015 Equity Incentive Plan
2018 Equity Inducement Plan
(Full title of the plan)
Stephen G. Dilly
President and Chief Executive Officer
Sierra Oncology, Inc.
1820 Gateway Drive, Suite 110 San Mateo, California, 94404
(650) 376-8679
(Name, address and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Donna M. Petkanics
Michael Nordtvedt
Wilson Sonsini Goodrich & Rosati, P.C.
650 Page Mill Road Palo Alto, California 94304
(650) 493-9300
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
| 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
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Title of Securities to be registered |
Amount to be
registered (1) |
Proposed maximum
offering price
|
Proposed maximum aggregate offering price |
Amount of registration fee |
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Common Stock, $0.001 par value per share |
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|
—2015 Equity Incentive Plan |
445,139 (3) | $14.75 | $6,565,801 | $717.00 | ||||
|
—2018 Equity Inducement Plan |
500,000 (4) | $14.75 | $7,375,000 | $805.00 | ||||
|
TOTAL |
945,139 | $13,940,801 | $1,522.00 | |||||
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| (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 and 2018 Equity Inducement Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s 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 $14.75 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 March 4, 2021. |
| (3) |
Represents an automatic increase of 445,139 additional shares of common stock reserved for issuance under the Registrant’s 2015 Equity Incentive Plan as of January 1, 2021. |
| (4) |
Represents 500,000 shares of common stock reserved for issuance upon the exercise or settlement of equity awards to be granted under the Registrant’s 2018 Equity Inducement Plan to certain employees as a material inducement to their acceptance of employment with the Registrant. |
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 (i) 445,139 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, 2020, and (ii) 500,000 additional shares of common stock available for issuance under the 2018 Equity Inducement Plan (the “Inducement Plan”).
This Registration Statement hereby incorporates by reference the contents of: (i) 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), (ii) the Registrant’s registration statement on Form S-8 filed with the Commission on March 3, 2016 (Registration No. 333-209897), (iii) the Registrant’s registration statement on Form S-8 filed with the Commission on March 2, 2017 (Registration No. 333-216392), (iv) the Registrant’s registration statement on Form S-8 filed with the Commission on February 27, 2018 (Registration No. 333-223253), (v) the Registrant’s registration statement on Form S-8 filed with the Commission on November 8, 2018 (Registration No. 333-228263), (vi) the Registrant’s registration statement on Form S-8 filed with the Commission on February 28, 2019 (Registration No. 333-229933), (vii) the Registrant’s registration statement on Form S-8 filed with the Commission on March 3, 2020 (Registration No. 333-236854) and (viii) the Registrant’s registration statement on Form S-8 filed with the Commission on August 6, 2020 (Registration No. 333-241414). 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, 2020 filed with the Commission on March 11, 2021 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 (other than the portions of these documents deemed not to be filed); 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; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. 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. 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.
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.
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Exhibit Number |
Exhibit Description |
Incorporated by Reference |
Filed
Herewith |
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| Form | File No. | Exhibit | Filing Date | |||||||||||||
| 4.1 | Form of Registrant’s Common Stock Certificate | S-1 | 333-204921 | 4.1 | 7/06/2015 | |||||||||||
| 4.2 | 2015 Equity Incentive Plan, as amended | 10-K | 001-37490 | 10.3 | 3/11/2021 | |||||||||||
| 4.3 | 2018 Equity Inducement Plan, as amended | 10-K | 001-37490 | 10.5 | 3/11/2021 | |||||||||||
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | X | ||||||||||||||
| 23.1 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (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 | ||||||||||||||
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 San Mateo, State of California, on this 11th day of March 2021.
| SIERRA ONCOLOGY, INC. | ||
| By: | /s/ Stephen G. Dilly | |
|
Stephen G. Dilly President and Chief Executive Officer |
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Stephen G. Dilly 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 or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy 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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Signature |
Title |
Date |
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/s/ Stephen G. Dilly Stephen G. Dilly |
President and Chief Executive Officer and Director (Principal Executive Officer) |
March 11, 2021 | ||
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/s/ Sukhi Jagpal Sukhi Jagpal |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
March 11, 2021 | ||
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/s/ Robert Pelzer Robert Pelzer |
Chairman of the Board | March 11, 2021 | ||
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/s/ Gaurav Aggarwal Gaurav Aggarwal |
Director | March 11, 2021 | ||
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/s/ Andrew Allen Andrew Allen |
Director | March 11, 2021 | ||
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/s/ Mona Ashiya Mona Ashiya |
Director | March 11, 2021 | ||
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/s/ Craig Collard Craig Collard |
Director | March 11, 2021 | ||
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/s/ Jeffrey H. Cooper Jeffrey H. Cooper |
Director | March 11, 2021 | ||
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/s/ Josh Richardson Josh Richardson |
Director | March 11, 2021 | ||
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/s/ Andrew Sinclair Andrew Sinclair |
Director | March 11, 2021 | ||
Exhibit 5.1
March 11, 2021
Sierra Oncology, Inc.
1820 Gateway Drive, Suite 110
San Mateo, California, 94404
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Sierra Oncology, Inc., a Delaware corporation, with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of (i) an aggregate of 445,139 shares (the “2015 Plan Shares”) of your common stock, par value $0.001 per share (the “Common Stock”) reserved for issuance pursuant to the 2015 Equity Incentive Plan (the “2015 Plan”) and (ii) an aggregate of 500,000 shares (together with the 2015 Plan Shares, the “Shares”) of your Common Stock reserved for issuance pursuant to the 2018 Equity Inducement Plan (together with the 2015 Plan, the “Plans”). As your legal counsel, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Shares to be issued under the Plans.
It is our opinion that the Shares, when issued and sold in the manner referred to in the Plans and pursuant to the agreements which accompany the Plans, will be legally and 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 the use of our name wherever appearing in the Registration Statement and any amendments thereto.
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Sincerely, |
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/s/ Wilson Sonsini Goodrich & Rosati |
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WILSON SONSINI GOODRICH & ROSATI |
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Professional Corporation |
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 11, 2021, relating to the financial statements of Sierra Oncology, Inc. appearing in the Annual Report on Form 10-K of Sierra Oncology, Inc. for the year ended December 31, 2020.
/s/ Deloitte & Touche LLP
Grand Rapids, MI
March 11, 2021