As filed with the Securities and Exchange Commission on March 13, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Corvus Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
Delaware |
|
46-4670809 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
863 Mitten Road, Suite 102
Burlingame, CA 94010
(650) 900-4520
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
2016 Equity Incentive Award Plan
(Full Title of the Plan)
Richard A. Miller, M.D.
President and Chief Executive Officer
Corvus Pharmaceuticals, Inc.
863 Mitten Road, Suite 102
Burlingame, CA 94010
(650) 900-4520
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alan C. Mendelson, Esq.
Kathleen M. Wells, Esq.
Latham & Watkins LLP
140 Scott Drive
Menlo Park, CA 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, or a smaller reporting 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 |
o |
|
|
Accelerated filer |
x |
Non-accelerated filer |
o |
(Do not check if a smaller reporting company) |
|
Smaller reporting company |
o |
Emerging growth company |
x |
|
|
|
|
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 13(a) of the Exchange Act. x
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
| |||
Title of Each Class of |
|
Amount |
|
Proposed |
|
Proposed |
|
Amount of |
| |||
Common Stock, $0.0001 par value per share |
|
840,000 |
(3) |
$ |
9.96 |
|
$ |
8,366,400.00 |
|
$ |
1,041.62 |
|
(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 2016 Equity Incentive Award Plan (the 2016 Plan) by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrants receipt of consideration which would increase the number of outstanding shares of common stock.
(2) This estimate is made pursuant to Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share for shares available for future grant is the average of the high and low prices for the registrants common stock as reported on The NASDAQ Global Select Market on March 12, 2017, which is $9.96.
(3) Represents the additional shares of common stock available for future issuance under the 2016 Plan resulting from an annual increase as of January 1, 2018.
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.
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 840,000 shares of the Registrants common stock issuable under the 2016 Equity Incentive Plan, for which Registration Statements of the Registrant on Form S-8 (File Nos. 333-210456 and 333-216590) are effective, as a result of the operation of an automatic annual increase provision therein.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON
FORM S-8
Pursuant to Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on March 29, 2016 and March 10, 2017 (File Nos. 333-210456 and 333-216590) are incorporated by reference herein.
Exhibit Index
|
|
|
|
|
|
Filed | ||||
Exhibit |
|
|
|
Incorporated by Reference |
|
Herewith | ||||
Number |
|
Exhibit Description |
|
Form |
|
Date |
|
Number |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1 |
|
|
8-K |
|
3/29/2016 |
|
3.1 |
|
| |
4.2 |
|
|
8-K |
|
3/29/2016 |
|
3.2 |
|
| |
4.3 |
|
|
S-1 |
|
1/4/2016 |
|
4.2 |
|
| |
4.4 |
|
|
S-1/A |
|
2/8/2016 |
|
4.3 |
|
| |
5.1 |
|
|
|
|
|
|
|
|
X | |
23.1 |
|
|
|
|
|
|
|
|
X | |
23.2 |
|
|
|
|
|
|
|
|
X | |
24.1 |
|
Power of Attorney. Reference is made to the signature page to the Registration Statement. |
|
|
|
|
|
|
|
X |
99.2(a)# |
|
|
S-8 |
|
3/29/2016 |
|
99.2(a) |
|
| |
99.2(b)# |
|
|
S-1 |
|
1/4/2016 |
|
10.5(b) |
|
| |
99.2(c)# |
|
|
S-1 |
|
1/4/2016 |
|
10.5(c) |
|
| |
99.2(d)# |
|
|
S-1 |
|
1/4/2016 |
|
10.5(d) |
|
|
|
|
#Indicates management contract or compensatory plan. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Burlingame, California, on this 13th day of March, 2018.
|
Corvus Pharmaceuticals, Inc. | |
|
|
|
|
By: |
/s/ Richard A. Miller |
|
|
Richard A. Miller, M.D. |
|
|
President and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Richard A. Miller, M.D. and Leiv Lea, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
/s/ Richard A. Miller |
|
President, Chief Executive Officer and Director |
|
March 13, 2017 |
|
Richard A. Miller M.D. |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
/s/ Leiv Lea |
|
Chief Financial Officer |
|
March 13, 2017 |
|
Leiv Lea |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
|
|
/s/ Ian T. Clark |
|
Director |
|
March 13, 2017 |
|
Ian T. Clark |
|
|
|
|
|
|
|
|
|
|
|
/s/ Elisha P. (Terry) Gould |
|
Director |
|
March 13, 2017 |
|
Elisha P. (Terry) Gould |
|
|
|
|
|
|
|
|
|
|
|
/s/ Steve E. Krognes |
|
Director |
|
March 13, 2017 |
|
Steve E. Krognes |
|
|
|
|
|
|
|
|
|
|
|
/s/ Peter Moldt, Ph.D. |
|
Director |
|
March 13, 2017 |
|
Peter Moldt, Ph.D. |
|
|
|
|
|
|
|
|
|
|
|
/s/ Scott W. Morrison |
|
Director |
|
March 13, 2017 |
|
Scott W. Morrison |
|
|
|
|
|
|
|
|
|
|
|
/s/ Peter Thompson, M.D. |
|
Director |
|
March 13, 2017 |
|
Peter Thompson, M.D. |
|
|
|
|
|