As filed with the Securities and Exchange Commission on March 23, 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
ORIC PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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47-1787157
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
(650) 388-5600
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
2020 Equity Incentive Plan
(Full title of the plan)
Jacob M.
Chacko, M.D.
President and Chief Executive Officer
ORIC Pharmaceuticals, Inc.
240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
(650) 388-5600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Kenneth A. Clark
Tony Jeffries
Jennifer
Knapp
Melissa Rick
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo
Alto, CA 94304
(650) 493-9300
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Dominic Piscitelli
Chief Financial Officer
ORIC Pharmaceuticals, Inc.
240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
(650) 388-5600
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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.
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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
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share, reserved for
issuance pursuant to the 2020 Equity Incentive Plan
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1,833,620(2)
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$26.21(3)
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$48,059,180
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$5,243
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TOTAL:
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$48,059,180
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$5,243
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the Securities Act), this
Registration Statement shall also cover any additional shares of the Registrants common stock that become issuable under the 2020 Equity Incentive Plan (the 2020 Plan) by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without receipt of consideration that increases the number of the Registrants outstanding shares of common stock.
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(2)
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Represents shares of common stock reserved for issuance that were automatically added on January 1, 2021
to the shares of common stock reserved for issuance under the 2020 Plan. The 2020 Plan provides for an automatic annual increase in the number of shares reserved and available for issuance under the 2020 Plan as follows: the number of shares of
common stock available for issuance under the 2020 Plan will be increased on the first day of each fiscal year beginning with the 2021 fiscal year, in an amount equal to the least of (i) 2,656,500 shares, (ii) five percent (5%) of the
outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the administrator of the 2020 Plan no later than the last day of the immediately preceding fiscal year.
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(3)
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Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the
basis of $26.21 per share, which represents the average of the high and low selling prices per share of the Registrants common stock on March 22, 2021 as reported by the Nasdaq Global Select Market.
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