As filed with the Securities and Exchange Commission on February 11, 2020
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Twist Bioscience Corporation
(Exact name of registrant as specified in its charter)
| | |
| Delaware | | 46-205888 |
(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. Andrew D. Thorpe, Esq. Jason Flaherty, Esq. Orrick, Herrington & Sutcliffe LLP 405 Howard Street San Francisco, CA 94105 (415)773-5700 | | Mark Daniels, Esq. Chief Legal Officer Twist Bioscience Corporation 681 Gateway Boulevard South San Francisco, CA 94080 (844)362-8978 |
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” in Rule12b-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) | | Proposed
Maximum
Offering Price
Per Share | | Proposed Maximum
Aggregate Offering Price | | Amount of
Registration Fee |
Common stock, $0.00001 par value per share | | | | | | | | |
- Reserved for future issuance under the 2018 Equity Incentive Plan | | 999,900(2) | | $26.13(3) | | $26,127,387.00 | | $3,391.34 |
- Reserved for future issuance the 2018 Employee Stock Purchase Plan | | 249,470 (4) | | $22.22 (5) | | $5,543,223.40 | | $719.52 |
TOTAL | | 1,249,370 | | N/A | | $31,670,610.40 | | $4,110.86 |
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|
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on FormS-8 (“Registration Statement”) shall also cover any additional shares of the common stock of Twist Bioscience Corporation (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common stock. |
| (2) | Represents 999,900 additional shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2018 Equity Incentive Plan (the “2018 Plan”) on October 1, 2019, pursuant to an annual “evergreen” increase provision contained in the 2018 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2018 Plan will automatically increase on the first day of each fiscal year, starting in fiscal year 2020 and continuing through the first day of the 2029 fiscal year, by a number of shares that does not exceed the lesser of (i) 999,900 shares of Registrant’s common stock, (ii) 4% of the total number of shares of the Registrant’s common stock outstanding at that time or (iii) such number of shares as determined by the Registrant’s board of directors. |
| (3) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $26.13 was computed by averaging the high and low prices of a share of the Registrant’s common stock as reported on The Nasdaq Global Select Market on February 5, 2020. |
| (4) | Represents 249,470 additional shares of the Registrant’s common stock that were automatically added to the shares authorized for issuance under the Registrant’s 2018 Employee Stock Purchase Plan (the “2018 ESPP”) on October 1, 2019, pursuant to an annual “evergreen” increase provision contained in the 2018 ESPP. Pursuant to such provision, the number of shares reserved for issuance under the 2018 ESPP will automatically increase on the first day of each fiscal year, starting in fiscal year 2020 and continuing through the first day of the 2029 fiscal year, by a number of shares that does not exceed the lesser of (i) 249,470 shares of Registrant’s common stock, (ii) 1% of the total number of shares of the Registrant’s common stock outstanding at that time or (iii) such number of shares as determined by the Registrant’s board of directors. |
| (5) | Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share is equal to 85% of $26.13, which was computed by averaging the high and low prices of a share of the Registrant’s common stock as reported on The Nasdaq Global Select Market on February 5, 2020. Under the 2018 ESPP, the purchase price of a share of common stock is equal to 85% of the fair market value of the Registrant’s common stock on the offering date or the purchase date, whichever is less. |
