Delaware
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51-0596811
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(State or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification No.)
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100 Acorn Park Drive, 5
th
Floor, Cambridge, MA
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02140
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
o
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Accelerated filer
o
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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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
Share
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Proposed Maximum
Aggregate Offering Price
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Amount of
Registration
Fee
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||||||
Common Stock, $0.001 par value per share
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1,126,064 shares
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(2)
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$
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2.95
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(3)
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$
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3,321,889
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$
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335
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TOTAL
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1,126,064 shares
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$
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3,321,889
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$
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335
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, this Registration Statement also covers such additional shares of Common Stock as may issued to prevent dilution from stock splits, stock dividends and similar transactions.
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(2)
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Represents 1,126,064 shares of Common Stock that were automatically added to the shares authorized for issuance under the registrant’s 2014 Equity Incentive Plan (the “2014 Plan”) on January 1, 2016 pursuant to an “evergreen” provision contained in the 2014 Plan. The “evergreen” provision provides that on each January 1
st
from January 1, 2015 through January 1, 2024, the number of shares of Common Stock available for issuance under the 2014 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 31
st
or the number of shares determined by the registrant’s board of directors.
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(3)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on the average high and low prices of the registrant’s Common Stock as reported by the NASDAQ Global Market on February 10, 2016 to be $2.72 and $3.18, respectively.
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GENOCEA BIOSCIENCES, INC.
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By:
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/s/ Jonathan Poole
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Name: Jonathan Poole
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Title: Chief Financial Officer
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Signature
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Title
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Date
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/s/ William Clark
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President and Chief Executive Officer and Director
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February 17, 2016
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William Clark
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(Principal Executive Officer)
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/s/ Jonathan Poole
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Chief Financial Officer
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February 17, 2016
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Jonathan Poole
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(Principal Financial Officer &
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Principal Accounting Officer)
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/s/ Kevin Bitterman
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Director
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February 17, 2016
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Kevin Bitterman, Ph.D.
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/s/ Katrine Bosley
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Director
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February 17, 2016
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Katrine Bosley
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/s/ Kenneth Bate
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Director
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February 17, 2016
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Kenneth Bate
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/s/ Michael Higgins
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Director
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February 17, 2016
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Michael Higgins
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/s/ Stephen Hoffman
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Director
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February 17, 2016
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Stephen Hoffman, M.D., Ph.D.
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/s/ George Siber
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Director
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February 17, 2016
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George Siber, M.D.
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Exhibit
Number |
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Exhibit
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4.1
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Fifth Amended and Restated Certificate of Incorporation (previously filed as Exhibit 3.1 to the current report on Form 8-K filed on February 12, 2014 (File No. 001-36289) and incorporated herein by reference).
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4.2
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Amended and Restated By-laws (previously filed as Exhibit 3.2 to the current report on Form 8-K filed on February 12, 2014 (File No. 001-36289) and incorporated herein by reference).
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4.3
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Form of Common Stock Certificate (previously filed as Exhibit 4.1 to the registration statement on Form S-1 (File No. 333-193043) and incorporated herein by reference).
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4.4
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Genocea Biosciences, Inc. 2014 Equity Incentive Plan (previously filed as Exhibit 10.15 to the registration statement on Form S-1 (File No. 333-193043) and incorporated herein by reference).
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5.1
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Opinion of Ropes & Gray LLP (filed herewith).
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23.1
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Consent of Ernst & Young LLP (filed herewith).
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23.2
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Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1).
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24.1
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Powers of Attorney (included on the signature page in Part II).
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ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM
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Re:
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Registration Statement on Form S-8
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/s/ Ropes & Gray LLP
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/s/ Ernst & Young LLP
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Boston, Massachusetts
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February 17, 2016
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