GENOCEA BIOSCIENCES, INC. (Form: S-8, Received: 03/18/2022 16:08:48)

As filed with the Securities and Exchange Commission on March 18, 2022

Registration No. 333-

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)						(I.RS. Employer Identification No.)

100 Acorn Park Drive, Cambridge, MA 02140

(Address of principal executive offices, including zip code)

Amended and Restated 2014 Equity Incentive Plan

(Full titles of the plans)

William Clark

President and Chief Executive Officer

100 Acorn Park Drive, 5th Floor

Cambridge, MA 02140

(617) 876-8191

(Name, address, and telephone number of agent for service)

Please send copies of all communications to:

Marc A. Rubenstein

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

(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

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☐

If an emerging growth company, indicate by a 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 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register an additional 2,329,007 shares under the registrant’s 2014 Plan. Pursuant to Instruction E to Form S-8, the Registrant incorporates by reference, except to the extent supplemented, amended or superseded by the information set forth herein, into this Registration Statement the entire contents of its Registration Statement on Form S-8 (File No. 333-194021) filed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 Number						Exhibit
4.1						Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, File No. 001-36289, filed on June 24, 2021).

4.2						Amended and Restated By laws (inco rporated by reference to Exhibit 3.2 to the Company's C urrent R eport on Form 8-K , File No. 001-36289 , filed on February 12, 2014 ).

4.3						Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company's R egistration S tatement on Form S-1 , File No. 333-193043 , filed on December 23, 2 013 ).

4.4						Genocea Biosciences, Inc. Amended and Restated 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, File No. 001-36289, filed on June 2, 2020)

5.1						Opinion of Ropes & Gray LLP (filed herewith).

23.1						Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1).

23.2						Consent of Ernst & Young LLP (filed herewith).

24.1						Powers of Attorney (included on the signature page in Part II).

107						Filing Fee Table (filed herewith).

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 this 18th day of March, 2022.


			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 acting individually, his or her true and lawful attorney-in-fact and agent 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 to be filed by Genocea Biosciences, Inc., 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 full power and authority to be done in and about the premises, 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 their substitutes, may lawfully do or cause to be done by virtue hereof.

* * * *

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature

Title

Date

/s/ William Clark

President and Chief Executive Officer and Director

William Clark

(Principal Executive Officer)

March 18, 2022

/s/ Diantha Duvall

Chief Financial Officer

Diantha Duvall

(Principal Financial Officer and Principal Accounting Officer)

March 18, 2022

/s/ Kenneth Bate

Kenneth Bate

Director

March 18, 2022

/s/ Ali Behbahani

Ali Behbahani

Director

March 18, 2022

/s/ Katrine Bosley

Katrine Bosley

Director

March 18, 2022

/s/ Jennifer Herron

Jennifer Herron

Director

March 18, 2022

/s/ Michael Higgins

Michael Higgins

Director

March 18, 2022

/s/ John Lunger

John Lunger

Director

March 18, 2022

/s/ George Siber

George Siber, M.D.

Director

March 18, 2022

Exhibit 107

Calculation of Filing Fee Tables

FORM S-8

(Form Type)

GENOCEA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Table 1: Newly Registered Securities


Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)(2)	Proposed Maximum Offering Price per Unit(3)		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee
Equity	Common Stock, $0.001 par value per share	457(c) and 457(h)	2,329,007	$	1.13	$	2,631,777.91	$	0.0000927	$	243.97
Total Offering Amounts										243.97
Total Fee Offsets										—
Net Fee Due										$	243.97

(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.

(2)Represents 2,329,007 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, 2022 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.

(3)Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and 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 March 16, 2022 to be $1.10 and $1.15, respectively.

Exhibit 5.1


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

March 18, 2022

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 is furnished to you in connection with the registration statement on Form S-8 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of an aggregate of 2,329,007 shares of common stock, $0.001 par value (the “Shares”), of Genocea Biosciences, Inc., a Delaware corporation (the “Company”), 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 adoption of the Plan. For purposes of our opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary.

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

Based on 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 Plan, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated 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 March 18, 2022, 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, 2021, filed with the Securities and Exchange Commission.

/s/ Ernst and Young LLP

Boston, Massachusetts

March 18, 2022