As filed with the Securities and Exchange Commission on March 25, 2020
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIELA BIO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 82-4187338 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
One Medimmune Way First Floor, Area Two Gaithersburg, MD | 20878 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Amended and Restated 2018 Equity Incentive Plan
(Full title of the plans)
Zhengbin (Bing) Yao, Ph.D.
Chairman, President and Chief Executive Officer
Viela Bio, Inc.
One Medimmune Way
First Floor, Area Two
Gaithersburg, MD 20878
(240)558-0038
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Jonathan L. Kravetz John T. Rudy Christopher E. Jeffers, Ph.D. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. One Financial Center Boston, MA 02111 (617)542-6000 Facsimile: (617)542-2241 | Mitchell Chan Chief Financial Officer Viela Bio, Inc. One Medimmune Way First Floor, Area Two Gaithersburg, MD 20878 (240)558-0038 |
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, $0.001 par value per share | 2,024,714 shares | $29.16 to $41.10(2) | $62,492,991.84(2) | $8,111.59 |
| (1) | The number of shares of common stock, par value $0.001 per share (“Common Stock”), of Viela Bio, Inc. (the “Registrant”) consists of 2,024,714 additional shares of common stock available for issuance under the Registrant’s Amended and Restated 2018 Equity Incentive Plan (the “Plan”), by operation of the Plan’s “evergreen” provision. The maximum number of shares which may be sold upon the exercise of such options or issuance of such shares or stock-based awards under the Plan is subject to adjustment in accordance with certain anti-dilution and other provisions of the Plan operative in the event of changes in the Registrant’s capital structure. Accordingly, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions. |
| (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 (a) for shares issuable upon the exercise of outstanding options granted under the Plan are based upon the weighted-average exercise price of such outstanding options, and (b) for the remaining shares reserved for future grant or issuance under the Plan are based on the average of the high and the low price of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market as of a date (March 19, 2020) within five business days prior to filing this Registration Statement. The chart below details the calculation of the registration fee: |
| Securities | Number of Shares | Offering Price Per Share (2) | Aggregate Offering Price | |||
Shares issuable upon the exercise of outstanding options granted under the Plan | 289,140 | $41.10 (2)(a) | $11,883,654.00 | |||
Shares reserved for future grant or issuance under the Plan | 1,735,574 | $29.16 (2)(b) | $50,609,337.84 | |||
Proposed Maximum Aggregate Offering Price | $62,492,991.84 | |||||
Registration Fee | $8,111.59 |
EXPLANATORY NOTE
This Registration Statement registers 2,024,714 additional shares of common stock, par value $0.001 per share (“Common Stock”), of Viela Bio, Inc. (the “Registrant”) under the Registrant’s Amended and Restated 2018 Equity Incentive Plan (the “Plan”), representing an increase of 2,024,714 shares of Common Stock reserved for issuance under the Plan, effective January 1, 2020 by operation of the “evergreen” provision contained in the Plan. This Registration Statement registers additional securities of the same class as other securities for which a registration statement filed onForm S-8 of the Registrant relating to one or more employee benefit plans is effective (FileNo. 333-234179). The information contained in the Registrant’s registration statement onForm S-8 (FileNo. 333-234179) is hereby incorporated by reference pursuant to General Instruction E ofForm S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 8. | Exhibits. |
| Exhibit Number | Exhibit Description | Incorporated by Reference herein from Form or | Filing Date | SEC File/ Reg. Number | ||||
| 4.1 | Form of Common Stock Certificate of the Registrant | Form S-1/A (Exhibit 4.1) | 09/23/2019 | 333-233528 | ||||
| 4.2 | Third Amended and Restated Certificate of Incorporation of the Registrant | Form 8-K (Exhibit 3.1) | 10/7/2019 | 001-39067 | ||||
| 4.3 | Restated Bylaws of the Registrant | Form8-K (Exhibit 3.2) | 10/7/2019 | 001-39067 | ||||
| 5.1* | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as to the legality of the securities being registered | |||||||
| 23.1* | Consent of KPMG LLP | |||||||
| 23.2* | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1) | |||||||
| 24.1* | Powers of Attorney (included on signature page to this Registration Statement) | |||||||
| 99.1 | Viela Bio Amended and Restated 2018 Equity Incentive Plan and forms of award agreements thereunder | FormS-1/A (Exhibit 10.2) | 09/23/2019 | 333-233528 | ||||
| * | Filed herewith |
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 FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gaithersburg, Maryland on March 25, 2020.
VIELA BIO, INC.
| ||
| By: | /s/ Zhengbin (Bing) Yao, Ph.D. | |
Zhengbin (Bing) Yao, Ph.D.
Chairman, President and Chief Executive Officer | ||
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each of the directors and officers of Viela Bio, Inc. whose signature appears below hereby severally constitutes and appoints Zhengbin (Bing) Yao, Ph.D. and Mitchell Chan, and each of them singly, his true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on FormS-8 of Viela Bio, Inc., and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that saidattorneys-in-fact and agents or any of them or their substitute may lawfully do or cause to be done by virtue hereof.
Pursuant to 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/ Zhengbin (Bing) Yao, Ph.D. Zhengbin (Bing) Yao, Ph.D. | Chairman, President, Chief Executive Officer and Director (principal executive officer) | March 25, 2020 | ||
/s/ Mitchell Chan Mitchell Chan | Chief Financial Officer (principal financial officer and principal accounting officer) | March 25, 2020 | ||
/s/ Yanling Cao Yanling Cao | Director | March 25, 2020 | ||
/s/ Edward Hu Edward Hu | Director | March 25, 2020 | ||
/s/ Chris Nolet Chris Nolet | Director | March 25, 2020 | ||
/s/ Tyrell Rivers, Ph.D. Tyrell Rivers, Ph.D. | Director | March 25, 2020 | ||
/s/ Pascal Soriot Pascal Soriot | Director | March 25, 2020 | ||
/s/ Sean Tong Sean Tong | Director | March 25, 2020 | ||
/s/ Andreas Wicki, Ph.D. Andreas Wicki, Ph.D. | Director | March 25, 2020 | ||
