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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|||||||||
Amended and Restated 2014 Equity Incentive Plan, Common Stock, $0.001 par value per share
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2,500,000 shares
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$
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0.66
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(2)
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$
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1,650,000
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$
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205.43
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2014 Employee Stock Purchase Plan, as amended, Common Stock, $0.001 par value per share
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2,500,000 shares
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$
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0.66
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(2)
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$
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1,650,000
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$
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205.43
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Common Stock, $0.001 par value per share, issuable pursuant to Narinderjeet Singh Inducement Stock Option Agreement
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200,000 shares
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(3)
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$
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1.24
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(4)
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$
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248,000
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$
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30.88
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TOTAL
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5,200,000 shares
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$
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3,548,000
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$
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441.74
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), 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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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) of the Securities Act based on the average high and low prices of the Registrant’s Common Stock as reported by the Nasdaq Global Market on August 6, 2018 to be $0.69 and $0.62 respectively.
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(3)
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Represents 200,000 shares of Common Stock available for issuance upon the vesting and exercise of a stock option grant by the Registrant to Narinderjeet Singh on March 12, 2018 in reliance on the employment inducement award exemption under Rule 5635(c)(4) of The Nasdaq Stock Market Rules.
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(4)
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Such shares are issuable upon the vesting and exercise of an outstanding option with a fixed exercise price. Pursuant to Rule 457(h)(1) of the Securities Act, the aggregate offering price and the fee have been computed based upon the basis of the price at which the option may be exercised, which is equal to the closing price of the Registrant’s Common Stock on March 12, 2018, as reported on The Nasdaq Global Market.
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(b)
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the Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2018, filed on May 11, 2018, and June 30, 2018, filed on August 3, 2018;
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(c)
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the Registrant’s Current Reports on Form 8-K filed on January 19, 2018, January 31, 2018, February 12, 2018, March 9, 2018, April 30, 2018, June 21, 2018 and June 25, 2018; and
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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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4.5
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4.6
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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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Powers of Attorney (included on the signature page in Part II).
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GENOCEA BIOSCIENCES, INC.
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By:
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/s/ Michael Alfieri
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Name: Michael Alfieri
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Title: Vice President, Finance and Principal 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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August 7, 2018
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(Principal Executive Officer)
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/s/ Michael Alfieri
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Michael Alfieri
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Vice President, Finance
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August 7, 2018
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(Principal Financial Officer)
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/s/ Kenneth Bate
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Kenneth Bate
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Director
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August 7, 2018
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/s/ Ali Behbahani
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Ali Behbahani
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Director
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August 7, 2018
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/s/ Katrine Bosley
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Katrine Bosley
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Director
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August 7, 2018
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/s/ Ronald Cooper
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Ronald Cooper
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Director
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August 7, 2018
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/s/ Michael Higgins
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Michael Higgins
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Director
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August 7, 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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August 7, 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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August 7, 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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August 7, 2018
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