As filed with the Securities and Exchange Commission on March 3, 2020
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
SIERRA
ONCOLOGY, INC.
(Exact name of Registrant as specified in its charter)
|
|
|
Delaware
|
|
20-0138994
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
c/o 2150 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E8
(604) 558-6536
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
2015 Equity Incentive Plan
(Full title of the plan)
Nick Glover
Chief
Executive Officer
Sierra Oncology, Inc.
c/o 2150 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E8
(604) 558-6536
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Stephen M. Graham, Esq.
Amanda L. Rose, Esq.
Fenwick & West LLP
1191 Second Avenue
Seattle, WA 98101
(206) 389-4510
Indicate by check mark whether
the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or 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.:
|
|
|
|
|
|
|
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 Securities Act. ☒
CALCULATION
OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Securities
To Be Registered
|
|
Amount
To Be
Registered (1)
|
|
Proposed
Maximum
Offering
Price
Per Share (2)
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
Common Stock, $0.001 par value per share
|
|
|
|
|
|
|
|
|
2015 Equity Incentive Plan
|
|
4,387,188 (3)
|
|
$12.16
|
|
$53,348,207
|
|
$6,925.00
|
|
|
(1)
|
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 become issuable under the Registrants 2015 Equity Incentive Plan 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.
|
(2)
|
Estimated in accordance with Rules 457(c) and 457(h) solely for the purpose of calculating the registration
fee. The proposed maximum offering price per share of $12.16 was computed by averaging the high and low prices of a share of Registrants common stock as reported on The Nasdaq Global Market on February 28, 2020.
|
(3)
|
Represents an automatic increase of 74,688 additional shares of common stock reserved for issuance under the
Registrants 2015 Equity Incentive Plan as of January 1, 2020 and 4,312,500 additional shares of common stock reserved for issuance under the Registrants 2015 Equity Incentive Plan pursuant to an amendment to the 2015 Equity
Incentive Plan approved by the Registrants stockholders on January 21, 2020.
|