As filed with the Securities and Exchange Commission on July 31, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
NOVELION THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
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British Columbia, Canada
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N/A
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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887 Great Northern Way, Suite 250
Vancouver, British Columbia
Canada V5T 4T5
(Address, including zip code, of registrant’s principal executive offices)
Amended and Restated Novelion 2017 Equity Incentive Plan
(Full title of the Plan)
Benjamin Harshbarger
General Counsel and Secretary
Novelion Therapeutics Inc.
887 Great Northern Way, Suite 250
Vancouver, British Columbia
Canada V5T 4T5
(604) 707-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
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Paul M. Kinsella
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Janet Grove
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Zachary R. Blume
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Norton Rose Fulbright LLP
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Ropes & Gray LLP
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1800 – 510 West Georgia Street
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Prudential Tower
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Vancouver, British Columbia
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800 Boylston Street
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Canada V6B 0M3
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Boston, MA 02199-3600
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(604) 641-4824
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(617) 951-7000
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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 12b2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
x
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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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.
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CALCULATION OF REGISTRATION FEE
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Title of
of Securities to be
Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee(4)
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Common shares, without par value, under the Amended and Restated Novelion 2017 Equity Incentive Plan (the “2017 Novelion Plan”)
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1,800,000(2)
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$
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9.16(3)
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$
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16,488,000.00
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$
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1,910.96
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(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (the “Registration Statement”) also covers an indeterminate number of securities that may become issuable under the 2017 Novelion Plan described herein as a result of a stock dividend, market split or other recapitalization.
(2)
Represents common shares (“Common Shares”) of Novelion Therapeutics Inc. (the “Registrant”) reserved for issuance in respect of future awards under the 2017 Novelion Plan. For more details, please see the explanatory note following this page.
(3)
Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act, based on a price of $9.16 per share, which represents the average of the high and low sales prices per Common Share as reported on The NASDAQ Stock Market on July 27, 2017.
(4)
Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $115.90 per $1,000,000 of the proposed aggregate offering price.
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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto in Ontario, Canada, on July 31, 2017.
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NOVELION THERAPEUTICS INC.
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By:
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/s/ Mary Szela
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Name:
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Mary Szela
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Title:
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Chief Executive Officer and Director
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Mary Szela, Chief Executive Officer and Director, Gregory Perry, Chief Financial and Administrative Officer, and Benjamin Harshbarger, General Counsel and Secretary, and each of them, any of whom may act without joinder of the other, his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including pre-effective and post-effective amendments, to this Registration Statement on Form S-8 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, 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 indicated on the 31st day of
July, 2017.
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Signature
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Title
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Chief Executive Officer and Director
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/s/ Mary Szela
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(Principal Executive Officer)
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Mary Szela
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Chief Financial and Administrative Officer
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/s/ Gregory Perry
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(Principal Financial Officer)
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Gregory Perry
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President and Chief Accounting Officer, Aegerion
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/s/ Barbara Chan
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Pharmaceuticals, Inc. (Principal Accounting Officer)
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Barbara Chan
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/s/ Jason Aryeh
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Director
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Jason Aryeh
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