As filed with the Securities and Exchange Commission on June 29, 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
AVID BIOSERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 95-3698422 | |
(State or other jurisdiction of of incorporation or organization) | (IRS Employer Identification No.) | |
| 2642 Michelle Drive, Suite 200, Tustin, California | 92780 | |
| (Address of principal executive offices) | (Zip Code) |
2018 Omnibus Incentive Plan
(Full title of the plan)
Mark R. Ziebell
Vice President and General Counsel
2642 Michelle Drive, Suite 200
Tustin, California 92780
(714) 508-6100
(Name, address 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 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 o | Non-accelerated filer o | Smaller reporting company o |
| Emerging growth company o |
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. o
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose of registering an additional 3,400,000 shares of Common Stock that were reserved for issuance under the 2018 Omnibus Incentive Plan. The Registrant previously filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-8 on December 10, 2018 (SEC File No. 333-228735) (the “Prior Registration Statement”), registering shares of Common Stock issuable under the 2018 Omnibus Incentive Plan. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except for Items 3 and 8, which are being updated by this Registration Statement.
.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. | Incorporation of Certain Documents by Reference. |
The following documents filed by Avid Bioservices, Inc. (the “Company” or “Registrant”) with the SEC are incorporated by reference into this Registration Statement and are deemed to be a part hereof from the date of filing:
In addition, all documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that is incorporated by reference herein modifies or supersedes such earlier statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Nothing in this registration statement shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Item 2.02 or Item 7.01 of Form 8-K.
| Item 8. | Exhibits. |
See Exhibit Index.
| 2 |
SIGNATURES
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 Form S-8 and has duly caused this registration statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tustin, State of California, on June 29, 2022.
AVID BIOSERVICES, INC.
By: /s/ Nicholas S. Green
Nicholas S. Green,
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints, Nicholas S. Green and Daniel R. Hart, and each of them, as such person’s attorney-in-fact, each with 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), and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorney to any and all amendments to said Registration Statement.
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/ Nicholas S. Green | President and Chief Executive | June 29, 2022 |
| Nicholas S. Green | Officer (Principal Executive Officer), | |
| and Director | ||
| /s/ Daniel R. Hart | Chief Financial Officer | June 29, 2022 |
| Daniel R. Hart | (Principal Financial Officer and | |
| Principal Accounting Officer) | ||
| /s/ Joseph Carleone, Ph.D. | Director | June 29, 2022 |
| Joseph Carleone, Ph.D. | ||
| /s/ Esther M. Alegria, Ph.D. | Director | June 29, 2022 |
| Esther M. Alegria, Ph.D. | ||
| /s/ Richard B. Hancock | Director | June 29, 2022 |
| Richard B. Hancock | ||
| /s/ Catherine J. Mackey, Ph.D. | Director | June 29, 2022 |
| Catherine J. Mackey, Ph.D. | ||
| /s/ Gregory P. Sargen | Director | June 29, 2022 |
| Gregory P. Sargen | ||
| /s/ Jeanne Thoma | Director | June 29, 2022 |
| Jeanne Thoma |
| 3 |
EXHIBIT INDEX
| Exhibit Number | Exhibit | |
| 4.1 | First Amendment to 2018 Omnibus Incentive Plan (Incorporated by reference to Exhibit A to Registrant's Definitive Proxy Statement filed with the SEC on August 27, 2021) | |
| 5.1 | Opinion of Counsel * | |
| 23.1 | Consent of Independent Registered Public Accounting Firm * | |
| 23.2 | Consent of Counsel (included in Exhibit 5.1) * | |
| 24.1 | Power of Attorney (included in this Registration Statement under “Signatures”) * | |
| 107 | Filing Fee Table * | |
* Filed herewith
| 4 |
