As filed with the Securities and Exchange Commission on March 29, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Mirna Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
| 26-1824804 |
(State or other jurisdiction of |
| (I.R.S. Employer |
2150 Woodward Street, Suite 100
Austin, TX 78744
(512) 901-0900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
2015 Equity Incentive Award Plan
2015 Employee Stock Purchase Plan
(Full Title of the Plan)
Paul Lammers, M.D., M.Sc.
President & Chief Executive Officer
Mirna Therapeutics, Inc.
2150 Woodward Street, Suite 100
Austin, TX 78744
(512) 901-0900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alan C. Mendelson, Esq.
Mark V. Roeder, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 94025
Telephone: (650) 328-4600
Facsimile: (650) 463-2600
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | Accelerated filer | o |
|
|
|
|
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | o |
CALCULATION OF REGISTRATION FEE
Title of Securities |
| Amount |
| Proposed |
| Proposed |
| Amount of |
| |||
Common Stock, par value $0.001 per share |
| 1,249,832 shares |
| $ | 4.63 |
| $ | 5,786,722.16 |
| $ | 582.73 |
|
(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 under the 2015 Equity Incentive Award Plan (the “2015 Plan”) and the 2015 Employee Stock Purchase Plan (the “ESPP”) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of common stock.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the 2015 Plan and ESPP are based on the average of the high and the low price of Registrant’s common stock as reported on NASDAQ on March 24, 2016. The chart below details the calculations of the registration fee:
Securities |
| Number of |
| Offering Price Per |
| Aggregate |
| ||
Shares reserved for future grant under the 2015 Plan |
| 1,041,527 | (3) | $ | 4.63 | (2) | $ | 4,822,270.01 |
|
Shares reserved for future grant under the ESPP |
| 208,305 | (4) | $ | 4.63 | (2) | $ | 964,452.15 |
|
Proposed Maximum Aggregate Offering Price |
|
|
|
|
| $ | 5,786,722.16 |
|
(3) Represents the additional shares of common stock available for future issuance under the 2015 Plan resulting from an annual increase as of January 1, 2016.
(4) Represents the additional shares of common stock available for future issuance under the ESPP resulting from an annual increase as of January 1, 2016.
Proposed sale to take place as soon after the effective date of the
registration statement as awards under the plans are exercised and/or vest.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 1,249,832 shares of the Registrant’s common stock issuable under the following employee benefit plans for which a Registration Statement of the Registrant on Form S-8 (File No. 333-207299) is effective: (i) the 2015 Equity Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 1,041,527 shares of common stock, and (ii) the 2015 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 208,305 shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
Pursuant to Instruction E of Form S-8, the contents of the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 12, 2014 (File No. 333-207299) are incorporated by reference herein.
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in Austin, Texas, on March 29, 2016.
| MIRNA THERAPEUTICS, INC. | |
|
|
|
| By: | /s/ Paul Lammers |
|
| Paul Lammers, M.D., M.Sc. |
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Paul Lammers, Alan Fuhrman and Jon Irvin, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, with full power of each to act alone, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Amendment to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
|
|
|
|
|
/s/ Paul Lammers |
| Director, President and Chief Executive Officer |
| March 29, 2016 |
Paul Lammers, M.D., M.Sc. |
| (Principal Executive Officer) |
| |
|
|
|
|
|
/s/ Alan Fuhrman |
| Chief Financial Officer |
| March 29, 2016 |
Alan Fuhrman |
| (Principal Financial Officer) |
| |
|
|
|
|
|
/s/ Jon Irvin |
| Vice President of Finance |
| March 29, 2016 |
Jon Irvin |
| (Principal Accounting Officer) |
| |
|
|
|
|
|
/s/ Michael Powell |
| Chairman of the Board |
| March 29, 2016 |
Michael Powell, Ph.D. |
|
| ||
|
|
|
|
|
/s/ Lawrence M. Alleva |
| Director |
| March 29, 2016 |
Lawrence M. Alleva |
|
| ||
|
|
|
|
|
/s/ Elaine V. Jones |
| Director |
| March 29, 2016 |
Elaine V. Jones, Ph.D. |
|
| ||
|
|
|
|
|
/s/ Edward Mathers |
| Director |
| March 29, 2016 |
Edward Mathers |
|
| ||
|
|
|
|
|
/s/ Clay Siegall |
| Director |
| March 29, 2016 |
Clay Siegall, Ph.D. |
|
| ||
|
|
|
|
|
/s/ Matthew Winkler |
| Director |
| March 29, 2016 |
Matthew Winkler, Ph.D. |
|
| ||
|
|
|
|
|
/s/ Peter Greenleaf |
| Director |
| March 29, 2016 |
Peter Greenleaf |
|
|
Exhibit Index
Exhibit |
|
|
| Incorporated by |
| Filed | ||||
Number |
| Exhibit Description |
| Form |
| Date |
| Number |
| Herewith |
|
|
|
|
|
|
|
|
|
|
|
4.1 |
| Amended and Restated Certificate of Incorporation. |
| 8-K |
| 10/6/2015 |
| 3.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2 |
| Amended and Restated Bylaws. |
| 8-K |
| 10/6/2015 |
| 3.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3 |
| Form of Common Stock Certificate. |
| S-1/A |
| 09/18/2015 |
| 4.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4 |
| Third Amended and Restated Investor Rights Agreement, dated as of March 31, 2015, by and among Mirna Therapeutics, Inc. and certain of its stockholders. |
| S-1/A |
| 09/11/2015 |
| 4.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5 |
| Registration Rights Agreement, dated October 5, 2015, by and between Mirna Therapeutics, Inc. and the Cancer Prevention and Research Institute of Texas. |
| 8-K |
| 10/6/2015 |
| 4.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
5.1 |
| Opinion of Latham & Watkins LLP. |
|
|
|
|
|
|
| X |
|
|
|
|
|
|
|
|
|
|
|
23.1 |
| Consent of independent registered public accounting firm. |
|
|
|
|
|
|
| X |
|
|
|
|
|
|
|
|
|
|
|
23.2 |
| Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
|
|
|
|
|
|
| X |
|
|
|
|
|
|
|
|
|
|
|
24.1 |
| Power of Attorney. Reference is made to the signature page to the Registration Statement. |
|
|
|
|
|
|
| X |
|
|
|
|
|
|
|
|
|
|
|
99.1(A)# |
| 2008 Long Term Incentive Plan, as amended. |
| S-1 |
| 8/24/2015 |
| 10.8(A) |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1(B)# |
| Form of Notice of Stock Option Grant under 2008 Long Term Incentive Plan. |
| S-1 |
| 8/24/2015 |
| 10.8(B) |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.1(C)# |
| Form of Stock Option Agreement under 2008 Long Term Incentive Plan. |
| S-1 |
| 8/24/2015 |
| 10.8(C) |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2(A)# |
| 2015 Equity Incentive Award Plan. |
| S-1 |
| 9/18/2015 |
| 10.9(A) |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2(B)# |
| Form of Stock Option Grant Notice and Stock Option Agreement under the 2015 Equity Incentive Award Plan. |
| S-1/A |
| 9/11/2015 |
| 10.9(B) |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2(C)# |
| Form of Restricted Stock Award Agreement and Restricted Stock Unit Award Grant Notice under the 2015 Equity Incentive Award Plan. |
| S-1/A |
| 9/112015 |
| 10.9(C) |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.3# |
| 2015 Employee Stock Purchase Plan. |
| S-1/A |
| 9/18/2015 |
| 10.10 |
|
|
#Indicates management contract or compensatory plan.