As filed with the Securities and Exchange Commission on September 23, 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
Applied Genetic Technologies Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 59-3553710 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) |
14193 NW 119th Terrace
Suite 10
Alachua, Florida 32615
(Address of principal executive offices)
Applied Genetic Technologies Corporation 2013 Equity and Incentive Plan
(Full title of the plan)
Susan B. Washer
President and Chief Executive Officer
Applied Genetic Technologies Corporation
14193 NW 119th Terrace
Suite 10
Alachua, Florida 32615
(Name and address of agent for service)
(386) 462-2204
(Telephone number, including area code, of agent for service)
Copies to:
Stacie S. Aarestad, Esq.
Hemmie Chang, Esq.
Foley Hoag LLP
Seaport West
155 Seaport Boulevard
Boston, Massachusetts 02210
Telephone: (617) 832-1000
Telecopy: (617) 832-7000
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 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 | Proposed maximum offering price per share(2) | Proposed offering price | Amount of registration fee | ||||
Common Stock, $0.001 par value | 1,711,766(3) | $3.27 | $5,597,474.82 | $610.68 | ||||
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| 1. | 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 by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the registrant’s outstanding shares of common stock. |
| 2. | The proposed maximum offering price per share has been estimated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee with respect to shares reserved for future issuance based on the average of the high and low price of the registrant’s common stock as quoted on the Nasdaq Global Market on September 21, 2021. |
| 3. | Represents 1,711,766 shares of the registrant’s common stock issuable under the Applied Genetic Technologies Corporation 2013 Equity and Incentive Plan (the “2013 Plan”) as the result of an automatic annual increase on July 1, 2021. |
EXPLANATORY NOTE PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
This Registration Statement registers additional securities of the same class as other securities for which a Registration Statement filed on Form S-8 relating to our 2013 Plan is already effective. Pursuant to Instruction E to Form S-8, we incorporate by reference into this Registration Statement the contents of the Registration Statements we filed on Form S-8 with the Securities and Exchange Commission on September 26, 2014 (File No. 333-198979), September 26, 2019 (File No. 333-233955) and September 18, 2020 (File No. 333-248900), each in its entirety and including exhibits thereto.
The number of shares of our common stock available for issuance under the 2013 Plan is subject to an automatic annual increase on each July 1st equal to the lesser of: (i) four percent (4%) of the number of shares of our common stock issued and outstanding on the immediately preceding June 30th or (ii) such lesser number of shares of our common stock as determined by our compensation committee. Accordingly, on July 1, 2021, the number of shares of our common stock reserved and available for issuance under the 2013 Plan increased by 1,711,766 shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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 Alachua, Florida, as of September 23, 2021.
| APPLIED GENETIC TECHNOLOGIES CORPORATION | ||
| By: | /s/ Susan B. Washer | |
| Susan B. Washer | ||
| Chief Executive Officer and President | ||
KNOW ALL BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Susan B. Washer as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s 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 the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, 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 and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or any substitute or substitutes thereof, may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Susan B. Washer Susan B. Washer | Chief Executive Officer, President and Director (Principal Executive Officer) | September 23, 2021 | ||
/s/ Jonathan I. Lieber Jonathan I. Lieber | Chief Financial Officer (Principal Financial Officer) | September 23, 2021 | ||
/s/ Gerald A. Reynolds Gerald A. Reynolds | Chief Accounting Officer (Principal Accounting Officer) | September 23, 2021 | ||
/s/ Scott Koenig Scott Koenig | Director | September 23, 2021 | ||
/s/ William Aliski William Aliski | Director | September 23, 2021 | ||
/s/ Ed Hurwitz Ed Hurwitz | Director | September 23, 2021 | ||
/s/ Ivana Magovcevic-Liebisch Ivana Magovcevic-Liebisch | Director | September 23, 2021 | ||
/s/ Anne VanLent Anne VanLent | Director | September 23, 2021 | ||
/s/ James Rosen James Rosen | Director | September 23, 2021 | ||
/s/ Yehia Hashad Yehia Hashad | Director | September 23, 2021 | ||
