As filed with the Securities and Exchange Commission on May 16, 2022

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

LOGICBIO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   47-1514975

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. Employer

Identification No.)

65 Hayden Avenue, 2nd Floor

Lexington, MA

   02421
(Address of Principal Executive Offices)   (Zip Code)

LogicBio Therapeutics, Inc. 2018 Equity Incentive Plan

LogicBio Therapeutics, Inc. 2018 Employee Stock Purchase Plan

(Full titles of the plans)

Andrea Paul

General Counsel and Corporate Secretary

LogicBio Therapeutics, Inc.

65 Hayden Avenue, 2nd Floor

Lexington, MA 02421

(Name and address of agent for service)

(617) 245-0399

(Telephone number, including area code, of agent for service)

Please send copies of all communications to:

Marc A. Rubenstein

William Michener

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

617-951-7000

 

 

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.  ☒

 

 

 

EXPLANATORY NOTE

This Registration Statement has been filed by LogicBio Therapeutics, Inc. (the “Registrant”) to register 1,318,271 additional shares of common stock, par value $0.0001 per share (“Common Stock”) to be offered pursuant to the LogicBio Therapeutics, Inc. 2018 Equity Incentive Plan and 329,567 additional shares of Common Stock to be offered pursuant to the LogicBio Therapeutics, Inc. 2018 Employee Stock Purchase Plan.

This Registration Statement relates to securities of the same class as those that were previously registered by the Registrant on Form S-8 (File No. 333-230689), filed with the Securities and Exchange Commission on April 2, 2019 (the “2019 Registration Statement”). Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the entire contents of the 2019 Registration Statement are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

 

Exhibit List
4.1    Fourth Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on October 29, 2018).
4.2    Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on October 29, 2018).
4.3    LogicBio Therapeutics, Inc. 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 to the Company’s S-1/A, filed on October 9, 2018).
4.4    LogicBio Therapeutics, Inc. 2018 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 to the Company’s S-1/A, filed on October 9, 2018).
5.1*    Opinion of Ropes & Gray LLP.
23.1*    Consent of Independent Registered Public Accounting Firm.
23.2*    Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1).
24.1*    Power of Attorney (included on the signature page in Part II).
107*    Filing Fee Table.

 

*

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 Town of Lexington, Commonwealth of Massachusetts, on this 16th day of May, 2022.

 

LOGICBIO THERAPEUTICS, INC.
By:  

/s/ Frederic Chereau

Name: Frederic Chereau
Title: President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Frederic Chereau, Cecilia Jones and Andrea Paul, and each of them acting individually, his or her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by LogicBio Therapeutics, Inc., 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 full power and authority to be done in and about the premises, 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 their substitutes, 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/ Frederic Chereau

          President, Chief Executive Officer and Director   May 16, 2022
Frederic Chereau     (Principal Executive Officer)

/s/ Cecilia Jones

     Chief Financial Officer and Treasurer   May 16, 2022
Cecilia Jones     (Principal Financial and Accounting Officer)

/s/ Richard Moscicki

      
Richard Moscicki     Chairperson and Director   May 16, 2022

/s/ Leon Chen

      
Leon Chen     Director   May 16, 2022

/s/ Mark Enyedy

      
Mark Enyedy     Director   May 16, 2022

/s/ J. Jeffrey Goater

      
J. Jeffrey Goater     Director   May 16, 2022

/s/ Susan Kahn

      
Susan Kahn     Director   May 16, 2022

/s/ Daphne Karydas

      
Daphne Karydas     Director   May 16, 2022

/s/ Mark Kay

      
Mark Kay     Director   May 16, 2022

/s/ Michael Wyzga

      
Michael Wyzga     Director   May 16, 2022

Exhibit 5.1

 

LOGO  

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

May 16, 2022

LogicBio Therapeutics, Inc.

66 Hayden Avenue, 2nd Floor

Lexington, MA 02421

Ladies and Gentlemen:

This opinion letter is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by LogicBio Therapeutics, Inc., a Delaware corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 1,647,838 shares of common stock, $0.0001 par value, of the Company (the “Shares”). The Shares are issuable under the LogicBio Therapeutics, Inc. 2018 Equity Incentive Plan and the LogicBio Therapeutics, Inc. 2018 Employee Stock Purchase Plan (each, a “Plan,” and collectively, the “Plans”).

We are familiar with the actions taken by the Company in connection with the adoption of the Plans. We have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the applicable Plan, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP

Exhibit 23.1

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 4, 2022, relating to the financial statements of LogicBio Therapeutics, Inc. appearing in the Annual Report on Form 10-K of LogicBio Therapeutics, Inc. for the year ended December 31, 2021.

 

/s/ Deloitte & Touche LLP

Boston, Massachusetts

May 16, 2022

Exhibit 107

CALCULATION OF REGISTRATION FEE

 

Security Type   

Security

Class

Title

   

Fee

Calculation

Rule

   Amount
Registered
(1)		     Proposed
Maximum
Offering
Price Per
Unit		   Maximum
Aggregate
Offering
Price		   

Fee

Rate

    Amount of
Registration
Fee
               
Equity    Common Stock, $0.0001
par value per
share, LogicBio
Therapeutics, Inc.
2018 Equity
Incentive Plan		    Rule 457(c)
and Rule
457(h)		    

 1,318,271

shares

 

(2) 

   $0.37 (3)   $487,760.27    $0.0000927    $45.22
               
Equity    Common Stock,
$0.0001 par value
per share,
LogicBio
Therapeutics, Inc.
2018 Employee
Stock Purchase
Plan		    Rule 457(c)
and Rule
457(h)		    

 329,567

shares

 

(4) 

   $0.37
(3)		   $121,939.79    $0.0000927    $11.30
         
Total Offering Amounts

 

     $609,700.06       —  
         
Total Fees Previously Paid

 

           —  
         
Total Fee Offsets

 

           —  
         
Net Fee Due

 

                 $56.52

 

(1)

In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(2)

Consists of 1,318,271 shares automatically added to the LogicBio Therapeutics, Inc. 2018 Equity Incentive Plan (the “2018 Incentive Plan”), pursuant to such plan’s evergreen provisions. The “evergreen” provision provides that on each January 1st through January 1, 2028, the number of shares of Common Stock available for issuance under the 2018 Incentive Plan will automatically increase annually in an amount equal to the lesser of 4% of outstanding shares of the Registrant’s Common Stock as of the close of business on the immediately preceding December 31st or the number of shares determined by the Registrant’s Board of Directors.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low sale prices of the Registrant’s Common Stock as reported to be $0.39 and $0.34, respectively, on The Nasdaq Global Market on May 12, 2022.

(4)

Consists of 329,567 shares automatically added to the LogicBio Therapeutics, Inc. 2018 Employee Stock Purchase Plan (the “2018 ESPP”), pursuant to such plan’s evergreen provisions. The “evergreen” provision provides that on each January 1st through January 1, 2028, the number of shares of Common Stock available for issuance under the 2018 ESPP will automatically increase annually in an amount equal to the lesser of 1% of outstanding shares of the Registrant’s Common Stock as of the close of business on the immediately preceding December 31st or the number of shares determined by the Registrant’s Board of Directors.