As filed with the Securities and Exchange Commission on March 2, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AEGLEA BIOTHERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 46-4312787 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
805 Las Cimas Parkway
Suite 100
Austin, TX 78746
(512) 942-2935
(Address of Principal Executive Offices) (Zip Code)
2016 Equity Incentive Plan
2016 Employee Stock Purchase Plan
(Full Title of the Plans)
Jeffrey M. Goldberg
President and Chief Executive Officer
Aeglea BioTherapeutics, Inc.
805 Las Cimas Parkway
Suite 100
Austin, TX 78746
(Name and Address of Agent for Service)
(512) 942-2935
(Telephone Number, including area code, of agent for service)
Copies to:
Robert A. Freedman, Esq.
Ryan Mitteness, Esq.
Fenwick & West LLP
555 California Street
San Francisco, CA 94104
(415) 875-2300
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 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. ☐
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
Aeglea BioTherapeutics, Inc. (the Registrant) is filing this Registration Statement with the Securities and Exchange Commission (the Commission) to register (a) 2,614,013 additional shares of common stock available for issuance under the Registrants 2016 Equity Incentive Plan, as amended (the 2016 EIP), pursuant to the provision of the 2016 EIP providing for an annual 4% increase in the number of shares reserved for issuance, and (b) 653,503 additional shares of common stock available for issuance under the Registrants 2016 Employee Stock Purchase Plan (the 2016 ESPP), pursuant to the provision of the 2016 ESPP providing for an annual 1% increase in the number of shares reserved for issuance.
In accordance with General Instruction E of Form S-8, and only with respect to the common stock issuable under the 2016 EIP and 2016 ESPP, this Registration Statement hereby incorporates by reference the contents of the Registrants Registration Statements on Form S-8 filed with the Commission on April 7, 2016 (Registration No. 333-210633), March 23, 2017 (Registration No. 333-216903), March 13, 2018 (Registration No. 333-223614), March 7, 2019 (Registration No. 333-230137), February 24, 2020 (Registration No. 333-236584), March 18, 2021 (Registration No. 333-254430), and March 8, 2022 (Registration No. 333-263357) to the extent not superseded hereby.
1
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information required by Part I of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act of 1933 (the Securities Act). Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
2
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 Registrants Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Commission on March 2, 2023 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 Registrants Annual Report on Form 10-K referred to in (a) above; and
(c) the description of the Registrants common stock contained in the Registrants registration statement on Form 8-A (File No. 001- 37722) filed on March 28, 2016 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.
Exhibit | Incorporated by Reference | Filed | ||||||||||||||||||||
Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Herewith |
||||||||||||||||
4.1 | Restated Certificate of Incorporation | S-1/A | 333-205001 | 3.2 | 9/14/2015 | |||||||||||||||||
4.2 | Amended and Restated Bylaws | 8-K | 001-37722 | 3.1 | 12/19/2022 | |||||||||||||||||
4.3 | Form of Common Stock Certificate | S-1/A | 333-205001 | 4.1 | 9/14/2015 | |||||||||||||||||
5.1 | Opinion and Consent of Fenwick & West LLP | X | ||||||||||||||||||||
23.1 | Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm | X | ||||||||||||||||||||
23.2 | Consent of Fenwick & West LLP (contained in Exhibit 5.1) | X | ||||||||||||||||||||
24.1 | Power of Attorney (incorporated by reference to Page II-3 of this Registration Statement) | X | ||||||||||||||||||||
99.1 | 2016 Equity Incentive Plan, as amended | 10-Q | 001-37722 | 10.2 | 11/8/2018 | |||||||||||||||||
99.2 | 2016 Employee Stock Purchase Plan, as amended | 10-K | 001-37722 | 10.4 | 3/7/2019 | |||||||||||||||||
107 | Filing Fee Table | X |
3
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 Austin, Texas, on this 2nd day of March, 2023.
AEGLEA BIOTHERAPEUTICS, INC. | ||
By: | /s/ Jeffrey M. Goldberg | |
Jeffrey M. Goldberg | ||
President, Chief Executive Officer and Director |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jeffrey M. Goldberg and Jonathan Alspaugh, jointly and severally, 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/ Jeffrey M. Goldberg |
President, Chief Executive Officer and Director | March 2, 2023 | ||
Jeffrey M. Goldberg | (Principal Executive Officer) | |||
/s/ Jonathan Alspaugh |
Chief Financial Officer | March 2, 2023 | ||
Jonathan Alspaugh | (Principal Financial Officer and Principal Accounting Officer) | |||
/s/ Russell J. Cox |
Director | March 2, 2023 | ||
Russell J. Cox | ||||
/s/ Armen Shanafelt, Ph.D. |
Director | March 2, 2023 | ||
Armen Shanafelt, Ph.D. | ||||
/s/ V. Bryan Lawlis, Ph.D. |
Director | March 2, 2023 | ||
V. Bryan Lawlis, Ph.D. | ||||
/s/ Alison Lawton |
Director | March 2, 2023 | ||
Alison Lawton | ||||
/s/ Ivana Magovcevic-Liebisch, Ph.D., J.D. |
Director | March 2, 2023 | ||
Ivana Magovcevic-Liebisch, Ph.D., J.D. | ||||
/s/ Hunter C. Smith, M.B.A |
Director | March 2, 2023 | ||
Hunter C. Smith, M.B.A | ||||
/s/ Marcio Souza, M.B.A |
Director | March 2, 2023 | ||
Marcio Souza, M.B.A |
Exhibit 5.1
March 2, 2023
Aeglea BioTherapeutics, Inc.
805 Las Cimas Parkway
Suite 100
Austin, TX 78746
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
As counsel to Aeglea BioTherapeutics, Inc., a Delaware corporation (the Company), we have examined the Registration Statement on Form S-8 (the Registration Statement) to be filed by the Company with the Securities and Exchange Commission (the Commission) on or about March 2, 2023 in connection with the registration under the Securities Act of 1933, as amended (the Securities Act), of an aggregate of 3,267,516 shares (the Shares) of the Companys Common Stock, $0.0001 par value per share (the Common Stock), subject to issuance by the Company (a) upon the exercise or settlement of awards granted or to be granted under the 2016 Equity Incentive Plan, as amended to date (the 2016 EIP) and (b) pursuant to purchase rights to acquire shares of Common Stock granted or to be granted under the 2016 Employee Stock Purchase Plan (the 2016 ESPP). The plans referred to in clauses (a) and (b) above are collectively referred to in this letter as the Plans.
As to matters of fact relevant to the opinions rendered herein, we have examined such documents, certificates and other instruments which we have deemed necessary or advisable, including a certificate addressed to us and dated the date hereof executed by the Company (the Opinion Certificate). We have not undertaken any independent investigation to verify the accuracy of any such information, representations or warranties or to determine the existence or absence of any fact, and no inference as to our knowledge of the existence or absence of any fact should be drawn from our representation of the Company or the rendering of the opinion set forth below. We have not considered parol evidence in connection with any of the agreements or instruments reviewed by us in connection with this letter.
In our examination of documents for purposes of this letter, we have assumed, and express no opinion as to, the genuineness and authenticity of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, that each document is what it purports to be, the conformity to originals of all documents submitted to us as copies or facsimile copies, the absence of any termination, modification or waiver of or amendment to any document reviewed by us (other than as has been disclosed to us), the legal competence or capacity of all persons or entities (other than the Company) executing the same and (other than the Company) the due authorization, execution and delivery of all documents by each party thereto. We have also assumed the conformity of the documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval System (EDGAR), except for required EDGAR formatting changes, to physical copies submitted for our examination.
The opinions in this letter are limited to the existing General Corporation Law of the State of Delaware now in effect. We express no opinion with respect to any other laws.
Based upon, and subject to, the foregoing, it is our opinion that the Shares, when issued and sold by the Company in accordance with the terms (including, without limitation, payment and authorization provisions) of the applicable Plan and the applicable form of award agreement thereunder, against the Companys receipt of payment therefor (in an amount and type of consideration not less than the par value per Share), and duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, 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 prospectuses 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 your 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 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Aeglea BioTherapeutics, Inc. of our report dated March 2, 2023 relating to the financial statements, which appears in Aeglea BioTherapeutics, Inc.s Annual Report on Form 10-K for the year ended December 31, 2022.
/s/ PricewaterhouseCoopers LLP
Austin, Texas
March 2, 2023
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Aeglea BioTherapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount To
Be |
Proposed Maximum Offering |
Proposed Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||
Equity |
Common stock, par value $0.0001 per share |
Rule 457(c) and Rule 457 (h) |
2,614,013 (2) | $0.39(3) | $1,019,466(3) | 0.00011020 | $113 | |||||||
Equity |
Common stock, par value $0.0001 per share |
Rule 457(c) and Rule 457 (h) |
653,503(4) | $0.33(5) | $216,637(5) | 0.00011020 | $24 | |||||||
Total Offering Amounts |
$1,236,103 | $137 | ||||||||||||
Total Fee Offsets(6) |
| |||||||||||||
Net Fee Due |
$137 |
(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 Registrants common stock that become issuable under the Registrants 2016 Equity Incentive Plan, as amended (the 2016 EIP) and 2016 Employee Stock Purchase Plan, as amended (2016 ESPP), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrants receipt of consideration that increases the number of the outstanding shares of the Registrants common stock. |
(2) | Represents 2,614,013 shares to be registered and available for grant under the 2016 EIP resulting from the annual 4% increase in the number of authorized shares available for issuance under the 2016 EIP. |
(3) | 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 $0.39 was computed by averaging the high and low prices of a share of Registrants common stock as reported on The Nasdaq Global Market on February 24, 2023. |
(4) | Represents 653,503 shares to be registered and available for grant under the 2016 ESPP resulting from the annual 1% increase in the number of authorized shares available for issuance under the 2016 ESPP. |
(5) | 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 $0.33 was computed by averaging the high and low prices of a share of Registrants common stock as reported on The Nasdaq Global Market on February 24, 2023, multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2016 ESPP. |
(6) | The Registrant does not have any fee offsets. |
The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.