As filed with the Securities and Exchange Commission on November 15, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
NEOLEUKIN
THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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98-0542593
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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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360-1616 Eastlake Avenue East
Seattle, Washington 98102
(206) 732-2133
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Neoleukin Therapeutics, Inc. 2014 Equity Incentive Plan
Non-Plan Stock Option Agreements (Inducement Stock Option Awards)
(Full title of the plans)
Jonathan G. Drachman
Chief Executive Officer
Neoleukin Therapeutics, Inc.
360-1616 Eastlake Avenue East
Seattle, Washington 98102
(206) 732-2133
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Effie Toshav, Esq.
Amanda Rose, Esq.
Ryan
Mitteness, Esq.
Fenwick & West LLP
555 California Street, 12th Floor
San Francisco, California 94104
(415) 875-2300
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 definition 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 Each Class 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, par value $0.000001 per share, to be issued
under the 2014 Equity Incentive Plan
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4,500,000(2)
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$2.97(3)
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$13,365,000(3)
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$1,735
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Common Stock, par value $0.000001 per share, issued under the
2014 Equity Incentive Plan
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941,494(4)
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$2.97(3)
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$2,796,238(3)
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$363
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Common Stock, par value $0.000001 per share (Inducement Stock
Option Awards)
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3,300,000(5)
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$2.80(6)
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$9,240,000(6)
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$1,200
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Total
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8,741,494
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$25,401,238
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$3,298
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(1)
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Pursuant to Rule 416(a) under 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 becomes issuable in respect of the securities identified in the above table by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the 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 additional shares of the Registrants common stock reserved for issuance under the Neoleukin
Therapeutics, Inc. (formerly Aquinox Pharmaceuticals, Inc.) 2014 Equity Incentive Plan (the 2014 Plan) resulting from the stockholder approval of the amendment to the 2014 Plan obtained at the Registrants 2019 annual
meeting of stockholders held on November 12, 2019.
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(3)
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Estimated solely for the purpose of this offering under Rules 457(h) and 457(c) of the Securities Act on the
basis of the average of the high and low prices of the Registrants common stock as reported on The Nasdaq Global Market on November 12, 2019.
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(4)
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Represents additional shares of common stock reserved for issuance under the 2014 Plan as of January 1,
2019.
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(5)
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Consists of shares issuable under new hire inducement stock option awards granted on August 31, 2019 in
accordance with Nasdaq Listing Rule 5635(c).
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(6)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities
Act. The price per share and aggregate offering price are calculated on the basis of the exercise price of the options outstanding under the applicable inducement stock option award.
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