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Delaware
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46-3915846
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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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Large accelerated filer ¨
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Accelerated filer x
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Non-accelerated filer ¨
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Smaller reporting company x
Emerging growth company x
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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(3)
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Proposed maximum aggregate offering price(3)
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Amount of registration fee
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2018 Stock Option and Incentive Plan
Common Stock, $0.001 par value per share
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1,149,189(2)
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$1.50
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$1,723,783.50
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$223.74
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2018 Employee Stock Purchase Plan
Common Stock, $0.001 par value per share
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287,297(4)
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$1.50
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$430,945.50
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$55.94
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Total
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1,436,486
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$2,154,729.00
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$279.68
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(1)
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In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Consists of 1,149,189 additional shares issuable under the 2018 Stock Option and Incentive Plan, which represents the automatic annual increase to the number of shares available for issuance under the 2018 Stock Option and Incentive Plan effective as of January 1, 2020.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of $1.50, the average of the high and low price of the registrant’s Common Stock as reported on the NASDAQ Global Select Market on February 26, 2020.
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(4)
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Consists of 287,297 additional shares issuable under the 2018 Employee Stock Purchase Plan, which represents the automatic annual increase to the number of shares available for issuance under the 2018 Employee Stock Purchase Plan effective as of January 1, 2020.
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Exhibit No.
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Description of Exhibit
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4.1
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Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38551) filed with the SEC on June 29, 2018)
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4.2
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Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38551) filed with the SEC on June 29, 2018)
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4.3
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Amended and Restated Investors' Rights Agreement among the Registrant and certain of its stockholders, dated December 28, 2016 (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-225330) filed with the SEC on May 31, 2018)
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5.1
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*
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23.1
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*
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23.2
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*
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24.1
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*
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99.1
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2018 Stock Option and Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-225330) filed with the SEC on June 15, 2018)
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99.2
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2018 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-225330) filed with the SEC on June 15, 2018)
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NEON THERAPEUTICS, INC.
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By:
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/s/ Hugh O'Dowd
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Hugh O'Dowd
President, Chief Executive Officer and Principal Executive Officer
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Name
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Title
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Date
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/s/ Hugh O'Dowd
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President, Chief Executive Officer and Director (Principal Executive Officer)
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March 2, 2020
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Hugh O'Dowd
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/s/ Yasir B. Al-Wakeel
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Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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March 2, 2020
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Yasir B. Al-Wakeel, B.M.B.Ch.
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/s/ Robert Bazemore
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Director
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March 2, 2020
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Robert Bazemore
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/s/ Robert Kamen
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Director
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March 2, 2020
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Robert Kamen, Ph.D.
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/s/ Eric Lander
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Director
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March 2, 2020
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Eric S. Lander, Ph.D.
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/s/ Cary Pfeffer
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Director
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March 2, 2020
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Cary G. Pfeffer, M.D.
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/s/ Stephen A. Sherwin
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Director
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March 2, 2020
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Stephen A. Sherwin, M.D.
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/s/ Robert Tepper
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Director
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March 2, 2020
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Robert Tepper, M.D.
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/s/ Meryl Zausner
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Director
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March 2, 2020
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Meryl Zausner
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