As filed with the Securities and Exchange Commission on August 13, 2019
Registration No. 333
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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DYNAVAX TECHNOLOGIES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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33-0728374
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(State of Incorporation)
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(I.R.S. Employer Identification Number)
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2100 Powell Street, Suite 900
Emeryville, CA 94608
(510)
848-5100
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Dynavax Technologies Corporation Amended and Restated 2018 Equity Incentive Plan
(Full Title of the Plan)
Michael
Ostrach
Senior Vice President, Chief Financial Officer and Chief Business Officer
Dynavax Technologies Corporation
2100 Powell Street, Suite 900
Emeryville, CA 94608
(510)
848-5100
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Steven
M. Przesmicki, Esq.
Cooley LLP
4401 Eastgate Mall
San
Diego, CA 92121
(858)
550-6000
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
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
CALCULATION OF
REGISTRATION FEE
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Title of Securities to be Registered
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Amount to be
registered
(1)
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Proposed maximum
offering price per
share
(2)
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Proposed maximum
aggregate offering
price
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Amount of
registration fee
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Common Stock, $0.001 par value per share
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— Amended and Restated 2018 Equity Incentive
Plan
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2,300,000
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$2.975
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$6,842,500
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$829.31
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Dynavax Technologies Corporation Amended and Restated 2018 Equity Incentive Plan (the “2018 Plan”) by reason of
any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h)(1) of
the Securities Act. The offering price per share and the aggregate offering price are based on the average of the high ($3.19) and low ($2.76) sales prices for the Common Stock reported by the Nasdaq Capital Market on August 8, 2019.
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