Registration No. 333-
As filed with the Securities and Exchange Commission on June 2, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
GENOCEA BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware
 
51-0596811
(State or other jurisdiction of
incorporation or organization)
 
(IRS Employer Identification No.)
100 Acorn Park Drive, 5th Floor, Cambridge, MA
 
02140
(Address of Principal Executive Offices)
 
(Zip Code)
Amended and Restated 2014 Equity Incentive Plan
(Full title of the plan)

William Clark
President and Chief Executive Officer
100 Acorn Park Drive, 5th Floor
Cambridge, MA 02140
(Name and address of agent for service)

(617) 876-8191
(Telephone number, including area code, of agent for service)

With copies to:
Marc A. Rubenstein
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, MA 02199
617-951-7000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
o
 
Accelerated filer
x
Non-accelerated filer
o
 
Smaller reporting company
x
 
 
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
 
Amount to be
Registered (1)
 
Proposed Maximum
Offering Price Per
Share (2)
 
Proposed Maximum
Aggregate Offering Price (2)
 
Amount of
Registration
Fee
 
Common Stock, $0.001 par value per share
 
2,800,000 shares
 
$
2.88

 
$
8,064,000

 
$
1,046.71

 
Total
 
2,800,000 shares
 
 
 
$
8,064,000

 
$
1,046.71

 
(1)
This Registration Statement covers an aggregate of 2,800,000 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), reserved for issuance under the Registrant’s Amended and Restated 2014 Equity Incentive Plan. In addition, 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 be issued to prevent dilution from stock splits, stock dividends and similar transactions.




(2)
Pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, the proposed maximum offering price per share and the maximum aggregate offering price for the shares have been calculated solely for the purpose of computing the registration fee on the basis of the average high and low prices of the Common Stock as reported by the Nasdaq Capital Market on May 29, 2020 to be $3.13 and $2.63, respectively.









EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register an additional 2,800,000 shares under the Registrant’s Amended and Restated 2014 Equity Incentive Plan. Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-194021) filed with the Securities and Exchange Commission on February 19, 2014.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.
Exhibit
 
Description
 
 
 
4.1
 
 
 
 
4.2
 
 
 
 
4.3
 
 
 
 
4.4
 
 
 
 
4.5
 
 
 
 
4.6
 
 
 
 
4.7
 
 
 
 
5.1
 
 
 
 
23.1
 
 
 
 
23.2
 
 
 
 
24.1
 





SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts on June 2, 2020.

 
GENOCEA BIOSCIENCES, INC.
 
 
 
 
By:
/s/ Diantha Duvall
 
 
Name: Diantha Duvall
 
 
Title: Chief Financial Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints William Clark and Diantha Duvall, and each of them singly, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them singly, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
SIGNATURES
 
TITLE
 
DATE
 
 
 
 
 
/s/ William Clark
 
Chief Executive Officer
 
June 2, 2020
William Clark
 
(Principal executive officer) and Director
 
 
 
 
 
 
 
/s/ Diantha Duvall
 
Chief Financial Officer
 
June 2, 2020
Diantha Duvall
 
(Principal financial and accounting officer)
 
 
 
 
 
 
 
/s/ Kenneth Bate
 
Director
 
June 2, 2020
Kenneth Bate
 
 
 
 
 
 
 
 
 
/s/ Ali Behbahani
 
Director
 
June 2, 2020
Ali Behbahani
 
 
 
 
 
 
 
 
 
/s/ Katrine Bosley
 
Director
 
June 2, 2020
Katrine Bosley
 
 
 
 
 
 
 
 
 
/s/ Ronald Cooper
 
Director
 
June 2, 2020
Ronald Cooper
 
 
 
 
 
 
 
 
 
/s/ Michael Higgins
 
Director
 
June 2, 2020
Michael Higgins
 
 
 
 
 
 
 
 
 
/s/ Howard Mayer
 
Director
 
June 2, 2020
Howard Mayer
 
 
 
 
 
 
 
 
 
/s/ Gisela Schwab
 
Director
 
June 2, 2020
Gisela Schwab
 
 
 
 
 
 
 
 
 
/s/ George Siber
 
Director
 
June 2, 2020
George Siber
 
 
 
 


Exhibit 5.1


ROPESA24.JPG
ROPES & GRAY LLP
PRUDENTIAL TOWER
800 BOYLSTON STREET
BOSTON, MA 02199-3600
WWW.ROPESGRAY.COM

June 2, 2020

Genocea Biosciences, Inc.
Cambridge Discovery Park
100 Acorn Park Drive, 5th Floor
Cambridge, MA 02140

Re:
Registration Statement on Form S-8

Ladies and Gentlemen:

This opinion letter is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed by Genocea Biosciences, Inc., a Delaware corporation (the “Company”), on the date hereof, with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an aggregate of 2,800,000 shares of common stock, $0.001 par value, of the Company (the “Shares”), issuable under the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”).

We are familiar with the actions taken by the Company in connection with the Plan. We have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when the Shares have been issued and sold in accordance with the terms of the Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Ropes & Gray LLP
 
Ropes & Gray LLP
 



Exhibit 23.2


Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Amended and Restated 2014 Equity Incentive Plan of Genocea Biosciences, Inc. of our report dated February 13, 2020, with respect to the consolidated financial statements of Genocea Biosciences, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.


EYSIGNATURE.JPG
Boston, Massachusetts

June 2, 2020