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
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o
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Accelerated filer
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o
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Non-accelerated filer
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o
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Smaller reporting company
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x
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Emerging growth company
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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
|
|
3,470,847 shares
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(2)
|
$
|
0.84
|
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(3)
|
$
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2,915,511
|
|
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$
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353.36
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TOTAL
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3,470,847 shares
|
|
|
|
$
|
2,915,511
|
|
|
$
|
353.36
|
|
|
(1)
|
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)
|
Represents 3,470,847 shares of Common Stock that were automatically added to the shares authorized for issuance under the registrant’s Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) on January 1, 2019 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.
|
(3)
|
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 Capital Market on February 27, 2019 to be $0.93 and $0.75, 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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4.5
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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/ 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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President and Chief Executive Officer and Director
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William Clark
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(Principal Executive Officer)
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March 4, 2019
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/s/ Michael Alfieri
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Vice President, Finance
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Michael Alfieri
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(Principal Financial Officer and Principal Accounting Officer)
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March 4, 2019
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/s/ Kenneth Bate
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Kenneth Bate
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Director
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March 4, 2019
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/s/ Ali Behbahani
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Ali Behbahani
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Director
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March 4, 2019
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/s/ Katrine Bosley
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Katrine Bosley
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Director
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March 4, 2019
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/s/ Ronald Cooper
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Ronald Cooper
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Director
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March 4, 2019
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/s/ Michael Higgins
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Michael Higgins
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Director
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March 4, 2019
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/s/ Howard Mayer
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Howard Mayer, M.D.
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Director
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March 4, 2019
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/s/ George Siber
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George Siber, M.D.
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Director
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March 4, 2019
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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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Ropes & Gray LLP
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/s/ Ernst & Young LLP
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Boston, Massachusetts
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March 4, 2019
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