As filed with the Securities and Exchange Commission on November 28, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Twist Bioscience Corporation
(Exact name of registrant as specified in its charter)
| Delaware | | 46-2058888 |
(State or other jurisdiction
of incorporation or organization) | | (I.R.S. Employer
Identification No.) |
Twist Bioscience Corporation
681 Gateway Boulevard
South San Francisco, CA 94080
(Address of Principal Executive Offices) (Zip Code)
2018 Equity Incentive Plan
2018 Employee Stock Purchase Plan
(Full title of the plans)
Emily M. Leproust, Ph.D.
Chief Executive Officer
Twist Bioscience Corporation
681 Gateway Boulevard
South San Francisco, CA 94080
(800) 719-0671
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
John Bautista, Esq.
Niki Fang, Esq.
Jason Flaherty, Esq.
Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
(415) 773-5700 | | William E. Solis, Esq.
Senior Director, Corporate Counsel
Twist Bioscience Corporation
681 Gateway Boulevard
South San Francisco, CA 94080
(800) 719-0671 |
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 | | x | | 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. ☐
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Pursuant to General Instruction E of Form S-8, Twist Bioscience Corporation (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 1,999,800 additional shares of common stock under the 2018 Equity Incentive Plan and 498,940 additional shares of common stock under the 2018 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on November 1, 2018 (Registration No. 333-228123), November 26, 2018 (Registration No. 333-228547), February 11, 2020 (Registration No. 333-236373) and August 9, 2021 (Registration No. 333-258639).
Item 8. Exhibits.
The following exhibits are filed herewith:
SIGNATURES
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 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 South San Francisco, State of California, on November 28, 2022.
| | TWIST BIOSCIENCE CORPORATION |
| | |
| | /s/ Emily M. Leproust |
| | Emily M. Leproust |
| | Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Emily M. Leproust, James M. Thorburn and Dennis Cho, and each of them, as his or her true and lawful attorney-in-fact and agent with the 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 to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-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 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 or her substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated:
| Name | Title | Date |
| | | |
| /s/ Emily M. Leproust | Chief Executive Officer and Chair of the Board of Directors | November 28, 2022 |
| Emily M. Leproust | (principal executive officer) | |
| | | |
| /s/ James M. Thorburn | Chief Financial Officer | November 28, 2022 |
| James M. Thorburn | (principal financial officer) | |
| | | |
| /s/ Kevin B. Yankton | Chief Accounting Officer | November 28, 2022 |
| Kevin B. Yankton | (principal accounting officer) | |
| | | |
| /s/ William Banyai | Director | November 28, 2022 |
| William Banyai | | |
| | | |
| /s/ Nicolas Barthelemy | Director | November 28, 2022 |
| Nicolas Barthelemy | | |
| | | |
| /s/ Nelson C. Chan | Director | November 28, 2022 |
| Nelson C. Chan | | |
| | | |
| /s/ Robert Chess | Director | November 28, 2022 |
| Robert Chess | | |
| | | |
| /s/ Keith Crandell | Director | November 28, 2022 |
| Keith Crandell | | |
| | | |
| /s/ Jan Johannessen | Director | November 28, 2022 |
| Jan Johannessen | | |
| | | |
| /s/ Xiaoying Mai | Director | November 28, 2022 |
| Xiaoying Mai | | |
| | | |
| /s/ Robert Ragusa | Director | November 28, 2022 |
| Robert Ragusa | | |
| | | |
| /s/ Melissa A. Starovasnik | Director | November 28, 2022 |
| Melissa A. Starovasnik | | |
