As filed with the Securities and Exchange Commission on August 4, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-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 or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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 2014 Employee Stock Purchase Plan
Dynavax Technologies Corporation 2021 Inducement Award Plan
(Full Title of the Plan)
Kelly MacDonald
Senior Vice President, Chief Financial 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, 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 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
| | | | | | | | |
|
| Title of Securities to be Registered | | Amount to be registered (1)(2) | | Proposed maximum offering price per share (3) | | Proposed maximum aggregate offering price (3) | | Amount of
registration fee |
Common Stock, $0.001 par value per share | | 2,750,000 | | $7.93-9.45 | | $24,296,291.15 | | $2,650.73 |
|
|
| (1) | This Registration Statement registers the offer and sale of an aggregate of 2,750,000 shares of common stock of Dynavax Technologies Corporation (the “Company”), par value $0.001, (the “Common Stock”) comprising of (i) 1,000,000 shares of Common Stock issuable under the Company’s Amended and Restated 2014 Employee Stock Purchase Plan (the “2014 ESPP”) and (ii) 1,750,000 shares of Common Stock issuable under the Company’s 2021 Inducement Award Plan (the “2021 Inducement Plan”). |
| (2) | Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2014 ESPP and the 2021 Inducement 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. |
| (3) | Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) and (c) under the Securities Act. The offering price per share and the aggregate offering price are based on (a) the average of the high ($9.47) and low ($9.20) market prices of the Common Stock as reported on the Nasdaq Capital Market on July 30, 2021; (b) the weighted average exercise price for the shares of Common Stock subject to options granted under the 2021 Inducement Plan; and (c) with respect to the shares of Common Stock subject to 2014 ESPP, on the basis of $7.93 per share, which is 85% of the average of the high and low prices of the Common Stock as reported on the Nasdaq Capital Market on July 30, 2021. The chart below details the calculation of the registration fee. |
| | | | | | | | | | | | |
| Title of Securities to be Registered | | Number of
Shares of
Common Stock | | | Offering Price
Per Share | | | Aggregate Offering
Price/Registration
Fee | |
Common Stock, $0.001 par value per share, reserved for future grant under the Dynavax Technologies Corporation Amended and Restated 2014 Employee Stock Purchase Plan | | | 1,000,000 | | | $ | 7.93 | | | $ | 7,934,197.50 | |
Common Stock, $0.001 par value per share, issuable upon the exercise of outstanding options granted under the Dynavax Technologies Corporation 2021 Inducement Award Plan | | | 236,300 | | | $ | 9.45 | | | $ | 2,233,035.00 | |
Common Stock, $0.001 par value per share, reserved for future grant under the Dynavax Technologies Corporation 2021 Inducement Award Plan | | | 1,513,700 | | | $ | 9.33 | | | $ | 14,129,405.60 | |
Proposed Maximum Aggregate Offering Price | | | | | | | | | | $ | 24,296,638.10 | |
Registration Fee | | | | | | | | | | $ | 2,650.76 | |
