As filed with the U.S. Securities and Exchange Commission on January 29, 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
GLOBAL BLOOD THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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27-4825712
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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181 Oyster Point Blvd.
South San Francisco, California 94080
(Address of Principal Executive Offices)
GLOBAL BLOOD THERAPEUTICS, INC. AMENDED AND RESTATED 2015 STOCK OPTION AND INCENTIVE PLAN
GLOBAL BLOOD THERAPEUTICS, INC. AMENDED AND RESTATED 2015 EMPLOYEE STOCK PURCHASE PLAN
GLOBAL BLOOD THERAPEUTICS, INC. AMENDED AND RESTATED 2017 INDUCEMENT EQUITY PLAN
(Full title of the plans)
Ted W. Love, M.D.
President and Chief Executive Officer
181 Oyster Point Blvd.
South San Francisco, California 94080
(Name and address of agent for service)
(650) 741-7700
(Telephone number, including area code, of agent for service)
Copies to:
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Mitchell S. Bloom
Maggie L. Wong
Goodwin
Procter LLP
3 Embarcadero Center, 28th Floor
San Francisco, CA 94111
Telephone: (415) 733-6000
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Tricia Suvari
Chief Legal Officer
Global Blood Therapeutics, Inc.
181 Oyster Point Blvd.
South San Francisco, California 94080
Telephone: (650) 741-7700
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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 12b-2 of the Exchange Act. (Check one):
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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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Amended and Restated 2015 Stock Option and Incentive Plan
Common stock, $0.001 par value per share
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1,600,000(3)
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$ 47.42
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$ 75,872,000.00
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$ 8,277.64
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Amended and Restated 2015 Employee Stock Purchase Plan
Common stock, $0.001 par value per share
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200,000(4)
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$ 47.42
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$ 9,484,000.00
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$ 1,034.71
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Amended and Restated 2017 Inducement Equity Plan
Common stock, $0.001 par value per share
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1,000,000(5)
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$ 47.42
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$ 47,420,000.00
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$ 5,173.53
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Total
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2,800,000
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$ 132,776,000.00
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$ 14,485.88
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this
registration statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the
receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this registration statement shall also cover an indeterminate amount of interests to be
offered or sold pursuant to the Amended and Restated 2015 Employee Stock Purchase Plan (the ESPP) of the registrant.
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities
Act, and based on the average of the high and low sales prices of the registrants common stock, as quoted on the Nasdaq Global Select Market, on January 22, 2021.
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(3)
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Represents 1,600,000 shares of common stock that were automatically added to the shares reserved and available
for issuance under the registrants Amended and Restated 2015 Stock Option and Incentive Plan (the 2015 Plan) on January 1, 2021, pursuant to an evergreen provision contained in the 2015 Plan. Pursuant to the
provision contained in the 2015 Plan, on January 1, 2016 and each January 1 thereafter, the number of shares reserved and available for issuance under the 2015 Plan is automatically increased by 4% of the outstanding number of shares of
common stock on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2015 Plan. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the
registrants capitalization.
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(4)
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Represents 200,000 shares of common stock that were automatically added to the shares reserved and available
for issuance under the ESPP on January 1, 2021, pursuant to an evergreen provision contained in the ESPP. Pursuant to the provision contained in the ESPP, on January 1, 2016 and each January 1 thereafter until
January 1, 2025, the number of shares reserved and available for issuance under the ESPP is automatically increased by the lesser of (i) 3,000,000 shares of common stock, (ii) 1% of the outstanding number of shares of common stock on the
immediately preceding December 31 or (iii) such lesser amount of shares as determined by the administrator of the ESPP.
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(5)
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Represents 1,000,000 additional shares of common stock reserved and available for issuance under the
registrants Amended and Restated 2017 Inducement Equity Plan (the Inducement Plan).
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Proposed sales to take
place as soon after the effective date of the registration statement as awards are granted, exercised or distributed under the 2015 Plan, ESPP or Inducement Plan, as applicable.