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
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
x
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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, $0.001 par value per share
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1,149,396 shares
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(2)
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$
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0.99
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(3)
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$
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1,137,903
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$
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142
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TOTAL
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1,149,396 shares
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$
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1,137,903
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$
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142
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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 1,149,396 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, 2018 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 16, 2018 to be $1.01 and $0.96, respectively.
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Exhibit Number
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Description
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4.1
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4.2
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4.3
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4.4
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5.1
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23.1
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23.2
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24.1
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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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William Clark
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President and Chief Executive Officer and Director
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February 21, 2018
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(Principal Executive Officer)
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/s/ Jonathan Poole
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Jonathan Poole
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Chief Financial Officer
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February 21, 2018
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(Principal Financial Officer &
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Principal Accounting Officer)
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/s/ Kenneth Bate
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Kenneth Bate
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Director
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February 21, 2018
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/s/ Ali Behbahani
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Ali Behbahani
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Director
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February 21, 2018
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/s/ Katrine Bosley
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Katrine Bosley
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Director
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February 21, 2018
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/s/ Ronald Cooper
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Ronald Cooper
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Director
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February 21, 2018
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/s/ Michael Higgins
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Michael Higgins
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Director
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February 21, 2018
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/s/ Howard Mayer, M.D.
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Howard Mayer, M.D.
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Director
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February 21, 2018
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/s/ George Siber, M.D.
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George Siber, M.D.
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Director
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February 21, 2018
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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 21, 2018
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