As filed with the Securities and Exchange Commission on March 28, 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
Gritstone Oncology, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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47-4859534
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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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5858 Horton Street, Suite 210
Emeryville, California
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94608
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(Address of Principal Executive Offices)
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(Zip Code)
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2018 Incentive Award Plan
2018 Employee Stock Purchase Plan
(Full Title of the Plan)
Andrew Allen,
M.D., Ph.D.
President and Chief Executive Officer
Gritstone Oncology, Inc.
5858 Horton Street, Suite 210
Emeryville, California 94608
(510)
871-6100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alan
C. Mendelson, Esq.
Brian J. Cuneo, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, California 94025
Telephone: (650)
328-4600
Facsimile: (650)
463-2600
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 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
(2)
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Proposed
Maximum
Aggregate
Offering Price
(2)
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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1,160,000
(3)
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$10.62
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$12,319,200
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$1,493
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Common Stock, $0.0001 par value per share
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290,000
(4)
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$10.62
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$3,079,800
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$374
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Total:
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1,450,000
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$15,399,000
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$1,867
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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 Registrant’s common stock that become issuable under the 2018 Incentive Award Plan (the “2018 Plan”) and the 2018 Employee Stock Purchase Plan (the “ESPP”)
by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase 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 amount of the registration fee pursuant to Rule 457(h) and
Rule 457(c) promulgated under the Securities Act. The proposed maximum offering price per share and the proposed maximum aggregate offering price for shares reserved for future issuance under the 2018 Plan and the ESPP are based on the average of
the high and the low price of Registrant’s Common Stock as reported on The Nasdaq Global Select Market on March 25, 2019.
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(3)
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Represents the additional shares of the Registrant’s common stock available for future issuance under the
2018 Plan resulting from an annual increase as of January 1, 2019.
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(4)
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Represents the additional shares of the Registrant’s common stock available for future issuance under the
ESPP resulting from an annual increase as of January 1, 2019.
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Proposed sale
to take place as soon after the effective date of the
registration statement as awards under the plans are exercised and/or vest.