As filed with the Securities and Exchange Commission on August 13, 2019
Registration No. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DYNAVAX TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware | 33-0728374 | |
(State of Incorporation) | (I.R.S. Employer Identification Number) |
2100 Powell Street, Suite 900
Emeryville, CA 94608
(510)848-5100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Dynavax Technologies Corporation Amended and Restated 2018 Equity Incentive Plan
(Full Title of the Plan)
Michael Ostrach
Senior Vice President, Chief Financial Officer and Chief Business Officer
Dynavax Technologies Corporation
2100 Powell Street, Suite 900
Emeryville, CA 94608
(510)848-5100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Steven M. Przesmicki, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121
(858)550-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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” inRule 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 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 Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | Amount to be registered (1) | Proposed maximum offering price per | Proposed maximum aggregate offering | Amount of registration fee | ||||
Common Stock, $0.001 par value per share | ||||||||
— Amended and Restated 2018 Equity Incentive Plan | 2,300,000 | $2.975 | $6,842,500 | $829.31 | ||||
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(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Dynavax Technologies Corporation Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h)(1) of the Securities Act. The offering price per share and the aggregate offering price are based on the average of the high ($3.19) and low ($2.76) sales prices for the Common Stock reported by the Nasdaq Capital Market on August 8, 2019. |
PART I
EXPLANATORY NOTE
This Registration Statement on FormS-8 is being filed for the purpose of registering an additional 2,300,000 shares of the Registrant’s Common Stock reserved for issuance under the Dynavax Technologies Corporation Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”).
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORMS-8
The contents of the Registration Statement onFormS-8 (File No333-225525), filed with the Securities and Exchange Commission (the “Commission”) on June 8, 2018 is incorporated by reference herein.
Item 8. Exhibits.
EXHIBITS
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Emeryville, State of California, on this 13th day of August 2019.
DYNAVAX TECHNOLOGIES CORPORATION | ||
By: | /s/ DAVID NOVACK | |
David Novack | ||
Co-President | ||
(Co-Principal Executive Officer) |
By: | /s/ RYAN SPENCER | |
Ryan Spencer | ||
Co-President | ||
(Co-Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below does hereby constitute and appoint David Novack, Ryan Spencer and Michael Ostrach, and each of them, with full power of substitution and full power to act without the other, his true and lawfulattorney-in-fact and agent to act for him in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents, or any of them, 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/ DAVID NOVACK David Novack | Co-President (Co-Principal Executive Officer) | August 13, 2019 | ||
/s/ RYAN SPENCER Ryan Spencer | Co-President (Co-Principal Executive Officer) | August 13, 2019 | ||
/s/ MICHAEL OSTRACH Michael Ostrach | Senior Vice President, Chief Financial Officer (Principal Financial Officer) | August 13, 2019 | ||
/s/ DAVID JOHNSON David Johnson | Vice President, Chief Accounting Officer (Principal Accounting Officer) | August 13, 2019 | ||
/s/ ARNOLD L. ORONSKY, Ph.D. Arnold L. Oronsky, Ph.D. | Director | August 13, 2019 | ||
/s/ LAURA BREGE Laura Brege | Director | August 13, 2019 | ||
/s/ FRANCIS R. CANO, Ph.D. Francis R. Cano, Ph.D. | Director | August 13, 2019 | ||
/s/ DENNIS A. CARSON, M.D. Dennis A. Carson, M.D. | Director | August 13, 2019 | ||
/s/ DANIEL L. KISNER, M.D. Daniel L. Kisner, M.D. | Director | August 13, 2019 | ||
/s/ PEGGY V. PHILLIPS Peggy V. Phillips | Director | August 13, 2019 | ||
/s/ NATALE S. RICCIARDI Natale S. Ricciardi | Director | August 13, 2019 | ||
/s/ ANDREW A.F. HACK, M.D., PH.D. Andrew A.F. Hack, M.D., Ph.D. | Director | August 13, 2019 |
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