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, 5th 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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x
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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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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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||||||
Amended and Restated 2014 Equity Incentive Plan, Common Stock, $0.001 par value per share
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1,098,116 shares
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(2)
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$
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2.17
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(3)
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$
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2,382,912
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$
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309.30
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TOTAL
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1,098,116 shares
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$
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2,382,912
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$
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309.30
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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 1,098,116 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, 2020 pursuant to an “evergreen” provision contained in the 2014 Plan. The “evergreen” provision provides that on each January 1st 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 31st 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 Capital Market on February 11, 2020 to be $2.22 and $2.12, 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/ Diantha Duvall
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Name: Diantha Duvall
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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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William Clark
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(Principal Executive Officer)
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February 13, 2020
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/s/ Diantha Duvall
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Chief Financial Officer
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Diantha Duvall
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(Principal Financial Officer and Principal Accounting Officer)
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February 13, 2020
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/s/ Kenneth Bate
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Kenneth Bate
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Director
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February 13, 2020
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/s/ Ali Behbahani
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Ali Behbahani
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Director
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February 13, 2020
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/s/ Katrine Bosley
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Katrine Bosley
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Director
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February 13, 2020
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/s/ Ronald Cooper
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Ronald Cooper
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Director
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February 13, 2020
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/s/ Michael Higgins
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Michael Higgins
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Director
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February 13, 2020
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/s/ Howard Mayer
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Howard Mayer, M.D.
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Director
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February 13, 2020
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/s/ George Siber
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George Siber, M.D.
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Director
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February 13, 2020
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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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February 13, 2020
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