As filed with the Securities and Exchange Commission on August 4, 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
ORCHARD THERAPEUTICS PLC
(Exact name of registrant as specified in its charter)
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| England and Wales | | Not applicable |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification Number) |
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108 Cannon Street London EC4N 6EU United Kingdom | | Not applicable |
| (Address of Principal Executive Offices) | | (Zip Code) |
Orchard Therapeutics plc 2018 Share Option and Incentive Plan
(Full Title of the Plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
(Name and address of agent for service)
+1 212 947 7200
(Telephone number, including area code, of agent for service)
Copies to:
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Michael H. Bison Benjamin Marsh
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000 | | Andrew Harrow
Goodwin Procter (UK) LLP 100 Cheapside London EC2V 6DY United Kingdom +44 20 7447 4200 |
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.
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| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
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| | | | 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(1) | | Amount to be Registered(2) | | Proposed Maximum Offering Price per Share | | Proposed Maximum Aggregate Offering Price | | Amount of Registration Fee |
Ordinary shares, nominal value £0.10 per share | | | | | | | | |
— reserved for issuance pursuant to Registrant’s 2018 Share Option and Incentive Plan | | 4,914,180 shares(3) | | $2.87(4) | | $14,103,696.60 | | $1,538.72 |
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| (1) | These shares may be represented by the American Depositary Shares (“ADSs”) of Orchard Therapeutics plc (the “Registrant”). Each ADS represents one Ordinary Share. ADSs issuable upon deposit of the Ordinary Shares registered hereby were registered pursuant to a separate Registration Statement on Form F-6 (File No. 333-227905). |
| (2) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares of the Registrant which become issuable under the above-named plan by reason of any share dividend, share split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding Ordinary Shares. |
| (3) | Represents an automatic increase on January 1, 2021 to the number of shares available for issuance under the Registrant’s 2018 Share Option and Incentive Plan (the “2018 Plan”), pursuant to the terms of the 2018 Plan. Shares available for issuance under the 2018 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on October 31, 2018 (Registration No. 333-228067), March 22, 2019 (Registration No. 333-230432) and August 6, 2020 (Registration No. 333-241646). |
| (4) | The price of $2.87 per share, which is the average of the high and low sale prices of the ADSs of the Registrant as quoted on the Nasdaq Global Select Market on August 2, 2021, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and has been used as these shares are without a fixed price. |
