As filed with the Securities and Exchange Commission on September 4, 2020
Registration No. 333-239478
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Legend Biotech Corporation
(Exact name of registrant as specified in its charter)
Cayman Islands | Not Applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
2101 Cottontail Lane
Somerset, NJ 08873
(732) 317-5050
(Address of principal executive offices, including zip code and telephone number, including area code)
Share Option Scheme
2020 Restricted Shares Plan
(Full title of the plans)
Fangliang Zhang, Ph.D.
Chief Executive Officer
Legend Biotech Corporation
2101 Cottontail Lane
Somerset, NJ 08873
(732) 317-5050
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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 | ☐ | 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.
Copies to:
Peter Devlin
Alan Seem
Jones Day
250 Vesey Street
New York, NY 10281
(212) 326-3939
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 unit(4) | Proposed maximum aggregate offering price(4) | Amount of registration fee | ||||
Ordinary Shares, par value US$0.0001 per share | 31,000,000(3) | $0.98-$19.8125 | $273,262,752.50 | $35,469.51(5) | ||||
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(1) | These shares may be represented by the Registrant’s American Depositary Shares, or ADSs, each of which represents two ordinary shares. The Registrant’s ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-238581). |
(2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares of the Registrant that become issuable under the Registrant’s Share Option Scheme (the “Option Plan”) and the Registrant’s 2020 Restricted Shares Plan (the “RSU Plan”) by reason of any share dividend, share split, recapitalization or other similar transaction. |
(3) | Consists of (i) 1,897,000 ordinary shares reserved for future issuance under the Option Plan, (ii) 18,103,000 ordinary shares underlying share options granted under the Option Plan and (iii) 11,000,000 ordinary shares to be issued upon vesting of restricted share units (“RSUs”) granted under the RSU Plan or reserved for issuance under the RSU Plan. |
(4) | Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee, and is based upon (a) a weighted average exercise price of $0.98 per share for the outstanding share options granted under the Option Plan and (b) $19.8125 which was one-half of the average of the high and low prices of the Registrant’s ADSs as reported on the Nasdaq Global Select Market for June 24, 2020. The chart below details the calculations of the registration fee. |
Securities | Number of Shares | Offering Price Per Share(2) | Aggregate Offering Price | |||||||||
To be issued upon the exercise of outstanding options granted under the Option Plan | 18,103,000 | $ | 0.98 | (4)(a) | $ | 17,740,940.00 | ||||||
To be issued upon the exercise of options to be issued under the Option Plan | 1,897,000 | $ | 19.8125 | (4)(b) | $ | 37,584,312.50 | ||||||
To be issued upon vesting of RSUs granted under the RSU Plan | 52,173 | $ | 19.8125 | (4)(b) | $ | 1,033,677.56 | ||||||
Ordinary shares reserved for future grant under the RSU Plan | 10,947,827 | $ | 19.8125 | (4)(b) | $ | 216,903,822.44 | ||||||
Proposed Maximum Aggregate Offering Price | $ | 273,262,752.50 | ||||||||||
Registration Fee | $ | 35,469.51 |
(5) | Registration fee of $75,084.42 was previously paid in connection with the initial filing on June 26, 2020. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Amendment”) to the Registration Statement on Form S-8, File No. 333-239478 (the “Registration Statement”), is filed by Legend Biotech Corporation, a company organized under the laws of the Cayman Islands (the “Registrant”) solely for the purposes of (i) correcting a typographical error in the Calculation of Registration Fee table, footnote (4) of the Registration Statement. and (ii) updating Exhibit 10.2 to reflect an immaterial, administrative amendment to the Registrant’s 2020 Restricted Shares Plan. In the table included in footnote (4) of the Calculation of Registration Fee table, the numbers included in the column “Number of Shares,” rows one and two, were inadvertently reversed when input in the Registration Statement. Corresponding changes to the aggregate offering prices and “Proposed Maximum Aggregate Offering Price” sections of the fee table are also being made in connection with correcting the typographical error. Except as described herein, this Amendment does not update, amend or modify any other information, statement or disclosure contained in the Registration Statement. No additional securities are to be registered, and registration fees were paid upon filing of the Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference |
The following documents previously filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated by reference herein:
(a) |
(b) |
(c) | The Registrant’s Current Report on Form 6-K filed with the Commission on August 3, 2020. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded to the extent that a statement contained herein or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part hereof.
Item 8. | Exhibits |
* | Filed herewith. |
** | Previously filed as an exhibit to the Registration Statement on Form S-8 (File No. 333-239478), filed with the Securities and Exchange Commission on June 26, 2020, and incorporated herein by reference. |
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 post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Somerset, New Jersey, on September 4, 2020.
Legend Biotech Corporation | ||
By: | /s/ Ying Huang | |
Name: | Ying Huang, Ph.D. | |
Title: | Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the registration statement has been signed on September 4, 2020 by the following persons in the capacities indicated.
Signature | Title | |
/s/ Fangliang Zhang | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | |
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Fangliang Zhang, Ph.D. | ||
/s/ Ying Huang | Chief Financial Officer (Principal Financial and Accounting Officer) | |
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Ying Huang, Ph.D. | ||
/s/ Ye Wang | Director | |
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Ye Wang, M.S.* | ||
/s/ Darren Xiaohui Ji | Director | |
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Darren Xiaohui Ji, M.D., Ph.D.* | ||
/s/ Corazon Dating Sanders | Director | |
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Corazon Dating Sanders, Ph.D.* | ||
/s/ Yau Wai Man Philip | Director | |
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Yau Wai Man Philip, CPA* |
*By: | /s/ Ying Huang | |
(Ying Huang, Ph.D., Attorney-in-Fact) |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Legend Biotech Corporation, has signed this post-effective amendment to the registration statement in Somerset, New Jersey on September 4, 2020.
Authorized U.S. Representative | ||
By: | /s/ Ying Huang | |
Name: | Ying Huang, Ph.D. | |
Title: | Chief Financial Officer |