Securities Registration: Employee Benefit Plan (s-8)

As filed with the Securities and Exchange Commission on August 4, 2022

Registration No. 333-_____

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

AVEO Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware			04-3581650
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)
30 Winter Street Boston, Massachusetts			02108
(Address of Principal Executive Offices)			(Zip Code)

AVEO Pharmaceuticals, Inc. 2019 Equity Incentive Plan, as amended

AVEO Pharmaceuticals, Inc. Amended and Restated 2010 Employee Stock Purchase Plan, amended

(Full Title of the Plan)

Erick Lucera

Chief Financial Officer

AVEO Pharmaceuticals, Inc.

30 Winter Street

Boston, Massachusetts 02108

(Name and Address of Agent For Service)

(857) 400-0101

(Telephone Number, Including Area Code, of Agent For Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

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 Exchange Act. ☐

EXPLANATORY NOTE

This registration statement (the “Registration Statement”) on Form S-8 is being filed by AVEO Pharmaceuticals, Inc. (the “Registrant”) for the purpose of registering (i) 4,000,000 additional shares of its common stock, $0.001 par value per share (“Common Stock”), issuable under the AVEO Pharmaceuticals, Inc. 2019 Equity Incentive Plan, as amended (the “2019 Equity Incentive Plan”) and (ii) 300,000 additional shares of its Common Stock under the AVEO Pharmaceuticals, Inc. Amended and Restated 2010 Employee Stock Purchase Plan, as amended (the “2010 Employee Stock Purchase Plan”). The Registrant previously filed with the Securities and Exchange Commission (the “Commission”) (i) a registration statement on Form S-8 (File No. 333-256993) on June 10, 2021 with respect to the 2019 Equity Incentive Plan and the 2010 Employee Stock Purchase Plan (the “2021 Registration Statement”), (ii) a registration statement on Form S-8 (File No. 333-250276) on November 20, 2020 with respect to the 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan Prior Registration Statement”) and (ii) registration statements on Form S-8 (File Nos. 333-165530, 333-18956, 333-221838 ) on March 17, 2010, June 25, 2013 and November 30, 2017 , respectively, with respect to the 2010 Employee Stock Purchase Plan (the “2010 Employee Stock Purchase Plan Prior Registration Statements”, and together with the 2021 Registration Statement and the 2019 Equity Incentive Plan Prior Registration Statement, the “Prior Registration Statements”). This Registration Statement relates to the securities of the same class as that to which the Prior Registration Statements relate and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. In accordance with such instruction, except as otherwise set forth below, the contents of the Prior Registration Statements relating to the Plans are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following exhibits are incorporated herein by reference:


Number			Description
4.1			Restated Certificate of Incorporation of the Registrant, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K filed on March 14, 2022 (File No. 001-34655)).
4.2			Second Amended and Restated By-Laws of the Registrant (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1, as amended, filed on February 8, 2010 (File No. 333-163778)).
5.1*			Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1*			Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
23.2*			Consent of Ernst & Young LLP, independent registered public accounting firm for the Registrant
24.1*			Power of attorney (included on the signature pages of this Registration Statement)
99.1			2019 Equity Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Form DEF-14A filed on April 30, 2019 (File No. 001-34655)).
99.2			Amendment No. 1 to 2019 Equity Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Form DEF-14A filed on April 28, 2020 (File No. 001-34655)).
99.3			Amendment No. 2 to 2019 Equity Incentive Plan (incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement on Form DEF-14A filed on April 28, 2021 (File No. 001-34655)).
99.4			Amendment No. 3 to 2019 Equity Incentive Plan (incorporated by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Form DEF-14A filed on April 26, 2022 (File No. 001-34655)).
99.5			Amended and Restated 2010 Employee Stock Purchase Plan , as amended (incorporated by reference to Appendix C to the Registrant’s Definitive Proxy Statement on Form DEF-14A filed on April 2 6 , 202 2 (File No. 001-34655)).
107.1*			Filing Fee Table
*			Filed herewith

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 Boston, Commonwealth of Massachusetts, on this 4th day of August, 2022.

AVEO PHARMACEUTICALS, INC.

By: /s/ Michael Bailey

Michael Bailey

President & Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of AVEO Pharmaceuticals, Inc., hereby severally constitute and appoint Michael Bailey and Erick Lucera, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable AVEO Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date
/s/ Michael Bailey Michael Bailey	President, Chief Executive Officer and Director (Principal executive officer)	August 4, 2022
/s/ Erick Lucera Erick Lucera	Chief Financial Officer (Principal financial and accounting officer)	August 4, 2022
/s/ Kenneth Bate Kenneth Bate	Director	August 4, 2022
/s/ Kevin Cullen Kevin Cullen	Director	August 4, 2022
/s/ Corinne Epperly Corinne Epperly	Director	August 4, 2022
/s/ Anthony Evnin Anthony Evnin	Director	August 4, 2022
/s/ Gregory Mayes Gregory Mayes	Director	August 4, 2022
/s/ Scarlett Spring Scarlett Spring	Director	August 4, 2022