As filed with the Securities and Exchange Commission on March 23, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
AEGLEA BIOTHERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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46-4312787
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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901 S. MoPac Expressway
Barton Oaks Plaza One
Suite 250
Austin, TX 78746
(512) 942-2935
(Address of Principal Executive Offices) (Zip Code)
2016 Equity Incentive Plan
(Full Title of the Plans)
David G. Lowe, Ph.D.
Chief Executive Officer
Aeglea BioTherapeutics, Inc.
901 S. MoPac Expressway
Barton Oaks Plaza One
Suite 250
Austin, TX 78746
(Name and Address of Agent for Service)
(512) 942-2935
(Telephone Number, including area code, of agent for service)
Copies to:
Robert A. Freedman, Esq.
Fenwick & West LLP
555 California Street
San Francisco, CA 94104
(415) 875-2300
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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CALCULATION OF REGISTRATION FEE
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Title 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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Common Stock, $0.0001 par value per share
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537,233 (2)
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$7.33 (3)
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$3,937,918
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$457
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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 shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Registrant’s 2016 Equity Incentive Plan (the “
2016 EIP
”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the outstanding shares of the Registrant’s Common Stock.
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(2)
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Shares to be registered and available for grant under the 2016 EIP resulting from the annual 4% increase in the number of authorized shares available for issuance under the 2016 EIP.
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(3)
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Estimated in accordance with Rules 457(h) solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $7.33 was computed by averaging the high and low prices of a share of Registrant’s common stock as reported on The NASDAQ Global Select Market on March 16, 2017.
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STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8
REGISTRATION OF ADDITIONAL SECURITIES
This registration statement (the “
Registration Statement
”) hereby incorporates by reference the contents of the earlier registration statement on Form S-8 (registration number 333-210633) filed by Aeglea BioTherapeutics, Inc.
II-1
PART II
Information Required in the Registration Statement
Item 3.
Incorporation of Documents by
Reference.
The following documents filed by the Registrant with the Commission pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”) are incorporated herein by reference:
(a) the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Commission on March 23, 2017 pursuant to Section 13 of the Exchange Act;
(b) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report on Form 10-K referred to in (a) above; and
(c) the description of the Registrant’s common stock contained in the Registrant’s registration statement on Form 8-A (File No. 001- 37722) filed on March 28, 2016 under Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 8. Exhibits.
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Exhibit
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Incorporated by Reference
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Filed
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Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Herewith
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5.1
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Opinion and Consent of Fenwick & West LLP.
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X
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23.1
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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X
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23.2
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Consent of Fenwick & West LLP (contained in Exhibit 5.1).
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X
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24.1
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Power of Attorney (incorporated by reference to Page II-3 of this Registration Statement).
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X
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II-2
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Austin, Texas, on this 23rd day of March, 2017.
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AEGLEA BIOTHERAPEUTICS, INC.
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By:
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/s/ David G. Lowe, Ph.D.
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David G. Lowe, Ph.D.
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President, Chief Executive Officer and Director
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below hereby constitutes and appoints David G. Lowe and Charles N. York II, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her 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 attorney-in-fact and agent 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 for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
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Signature
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Title
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Date
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/s/ David G. Lowe, Ph.D.
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President, Chief Executive Officer and Director
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March 23, 2017
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David G. Lowe, Ph.D.
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(Principal Executive Officer)
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/s/ Charles N. York II
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Chief Financial Officer and Vice President
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March 23, 2017
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Charles N. York II
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(Principal Accounting Officer and
Principal Financial Officer)
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/s/ Suzanne Bruhn, Ph.D.
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Director
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March 23, 2017
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Suzanne Bruhn, Ph.D.
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/s/ Russell J. Cox
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Director
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March 23, 2017
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Russell J. Cox
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/s/ George Georgiou, Ph.D.
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Director
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March 23, 2017
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George Georgiou, Ph.D.
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/s/ Sandesh Mahatme, LLM
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Director
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March 23, 2017
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Sandesh Mahatme, LLM
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/s/ Anthony G. Quinn, M.B Ch.B, Ph.D.
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Director
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March 23, 2017
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Anthony G. Quinn, M.B Ch.B, Ph.D.
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/s/ Armen Shanafelt, Ph.D.
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Director
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March 23, 2017
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Armen Shanafelt, Ph.D.
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II-3
EXHIBIT INDEX
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Exhibit
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Incorporated by Reference
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Filed
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Number
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Exhibit Description
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Form
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File No.
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Exhibit
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Filing Date
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Herewith
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5.1
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Opinion and Consent of Fenwick & West LLP.
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X
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23.1
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Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.
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X
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23.2
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Consent of Fenwick & West LLP (contained in Exhibit 5.1).
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X
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24.1
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Power of Attorney (incorporated by reference to Page II-5 of this Registration Statement).
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X
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EXHIBIT 5.1
March 23, 2017
Aeglea BioTherapeutics, Inc.
901 S. MoPac Expressway
Barton Oaks Plaza One
Suite 250
Austin, TX 78746
Ladies and Gentlemen:
As counsel to Aeglea BioTherapeutics, Inc., a Delaware corporation (the “
Company
”), we have examined the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the "
Commission
") on or about March 23, 2017 (the “
Registration Statement
”) in connection with the registration under the Securities Act of 1933, as amended (the “
Securities Act
”), of an aggregate of 537,233 shares (the “
Shares
”) of the Company’s Common Stock, $0.0001 par value per share (the "
Common Stock
"), subject to issuance by the Company upon the exercise or settlement of awards (including any stock option, restricted stock, stock bonus, stock appreciation right, restricted stock unit or award of performance shares) granted or to be granted under the Company’s 2016 Equity Incentive Plan, as amended to date (the
“
Plan
”). At your request we are providing this letter, to express our opinion on the matters set forth below in this letter (“
our opinion
”).
In connection with our opinion expressed below we have examined
originals or copies of the Company’s certificate of incorporation and bylaws, the Plan, certain corporate proceedings of the Company’s board of directors and stockholders relating to the Registration Statement, the Plan and the Company’s current certificate of incorporation and bylaws, and such other agreements, documents, certificates and statements of the Company, its transfer agent and public or governmental officials
, as we have deemed advisable,
and have examined such questions of law as we have considered necessary. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures on documents submitted to us, the conformity to originals of all documents submitted to us as copies, and the absence of any
undisclosed termination, waiver or amendment to
any document reviewed by us
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In giving our opinion, we have also relied upon a good standing certificate regarding the Company issued by the Delaware Secretary of State and representations made to us by the Company, including representations that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.
We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Delaware General Corporation Law (“
DGCL
”).
Aeglea BioTherapeutics, Inc.
March 23, 2017
Page 2
Based upon, and subject to, the foregoing, it is our opinion that
when the
537,233
Shares of Common Stock that may be issued and sold by the Company
upon the exercise or settlement of awards (including any stock option, restricted stock, stock bonus, stock appreciation right, restricted stock unit or award of performance shares) granted or to be granted under the Plan,
have been issued and sold by the Company against the Company’s receipt of payment therefor (in an amount and type of consideration not less than
the
par value per Share) in accordance with the terms
(including payment provisions)
of the
Plan
and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof,
such
Shares
will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectus constituting a part thereof and any amendments thereto. We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder
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This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose. In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters.
This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter. We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.
Very truly yours,
/s/ FENWICK & WEST LLP