As filed with the Securities and Exchange Commission on March 10, 2017
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 |
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
2016 Employee Stock Purchase 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 and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
o |
Accelerated filer |
o |
Non-accelerated filer |
x (Do not check if a smaller reporting company) |
Smaller reporting company |
o |
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Each Class of |
|
Amount |
|
Proposed |
|
Proposed |
|
Amount of |
|
Common Stock, $0.0001 par value per share |
|
830,000 |
(3) |
$13.38 |
|
$11,105,400.00 |
|
$1,287.12 |
|
Common Stock, $0.0001 par value per share |
|
200,000 |
(4) |
$13.38 |
|
$2,676,000.00 |
|
$310.15 |
|
Total: |
|
1,030,000 |
|
$13.38 |
|
$13,781,400.00 |
|
$1,597.27 |
|
(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) and the 2016 Employee Stock Purchase Plan (the ESPP) 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 6, 2017, which is $13.38.
(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, 2017.
(4) Represents the additional shares of common stock available for future issuance under the ESPP resulting from an annual increase as of January 1, 2017.
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 1,030,000 shares of the Registrants common stock issuable under the following employee benefit plans for which a Registration Statement of the Registrant on Form S-8 (File No. 333-210456) is effective: (i) the 2016 Equity Incentive Award Plan, as a result of the operation of an automatic annual increase provision therein, which added 830,000 shares of common stock, and (ii) the 2016 Employee Stock Purchase Plan, as a result of the operation of an automatic annual increase provision therein, which added 200,000 shares of common stock.
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 Statement on Form S-8 filed with the Securities and Exchange Commission on March 29, 2016 (File No. 333-210456) are incorporated by reference herein.
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 10th day of March, 2017.
|
Corvus Pharmaceuticals, Inc. | |
|
|
|
|
By: |
/s/ Richard A. Miller |
|
|
Richard A. Miller, M.D. |
|
|
President and Chief Executive Officer |
POWER OF ATTORNEY
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 10, 2017 |
Richard A. Miller M.D. |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Leiv Lea |
|
Chief Financial Officer |
|
March 10, 2017 |
Leiv Lea |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
/s/ Ian T. Clark |
|
Director |
|
March 10, 2017 |
Ian T. Clark |
|
|
|
|
|
|
|
|
|
/s/ Elisha P. (Terry) Gould |
|
Director |
|
March 10, 2017 |
Elisha P. (Terry) Gould |
|
|
|
|
|
|
|
|
|
/s/ Steve E. Krognes |
|
Director |
|
March 10, 2017 |
Steve E. Krognes |
|
|
|
|
|
|
|
|
|
/s/ Peter Moldt, Ph.D. |
|
Director |
|
March 10, 2017 |
Peter Moldt, Ph.D. |
|
|
|
|
|
|
|
|
|
/s/ Scott W. Morrison |
|
Director |
|
March 10, 2017 |
Scott W. Morrison |
|
|
|
|
|
|
|
|
|
/s/ Peter Thompson, M.D. |
|
Director |
|
March 10, 2017 |
Peter Thompson, M.D. |
|
|
|
|
Exhibit Index
Exhibit |
|
|
|
Incorporated by Reference |
|
Filed | ||||
Number |
|
Exhibit Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
|
|
|
|
|
|
|
|
|
|
|
4.1 |
|
Amended and Restated Certificate of Incorporation. |
|
8-K |
|
3/29/2016 |
|
3.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2 |
|
Amended and Restated Bylaws. |
|
8-K |
|
3/29/2016 |
|
3.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3 |
|
Form of Common Stock Certificate. |
|
S-1 |
|
1/4/2016 |
|
4.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4 |
|
Amended and Restated Investors Rights Agreement, dated September 16, 2015, by and among Corvus Pharmaceuticals, Inc. and the investors listed therein. |
|
S-1/A |
|
2/8/2016 |
|
4.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
5.1 |
|
Opinion of Latham & Watkins LLP. |
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
23.1 |
|
Consent of independent registered public accounting firm. |
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
23.2 |
|
Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
24.1 |
|
Power of Attorney. Reference is made to the signature page to the Registration Statement. |
|
|
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
|
99.2(a)# |
|
2016 Equity Incentive Award Plan. |
|
S-8 |
|
3/29/2016 |
|
99.2(a) |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2(b)# |
|
Form of Stock Option Grant Notice and Stock Option Agreement under the 2016 Equity Incentive Award Plan. |
|
S-1 |
|
1/4/2016 |
|
10.5(b) |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2(c)# |
|
Form of Restricted Stock Award Agreement and Restricted Stock Unit Award Agreement under the 2016 Equity Incentive Award Plan. |
|
S-1 |
|
1/4/2016 |
|
10.5(c) |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.2(d)# |
|
Form of Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Grant Notice under the 2016 Equity Incentive Award Plan. |
|
S-1 |
|
1/4/2016 |
|
10.5(d) |
|
|
|
|
|
|
|
|
|
|
|
|
|
99.3# |
|
Corvus Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan. |
|
S-8 |
|
3/29/2016 |
|
99.3 |
|
|
#Indicates management contract or compensatory plan.
Exhibit 5.1
|
140 Scott Drive | |
|
Menlo Park, California 94025 | |
|
Tel: +1.650.328.4600 Fax: +1.650.463.2600 | |
|
www.lw.com | |
|
| |
FIRM / AFFILIATE OFFICES | ||
Barcelona |
Moscow | |
|
Beijing |
Munich |
|
Boston |
New York |
|
Brussels |
Orange County |
|
Century City |
Paris |
|
Chicago |
Riyadh |
March 10, 2017 |
Dubai |
Rome |
|
Düsseldorf |
San Diego |
|
Frankfurt |
San Francisco |
|
Hamburg |
Seoul |
|
Hong Kong |
Shanghai |
|
Houston |
Silicon Valley |
|
London |
Singapore |
|
Los Angeles |
Tokyo |
|
Madrid |
Washington, D.C. |
|
Milan |
|
Corvus Pharmaceuticals, Inc.
863 Mitten Road, Suite 102
Burlingame, CA 94010
Re: Registration Statement on Form S-8; 1,030,000 shares of Common Stock of Corvus Pharmaceuticals, Inc., par value $0.0001 per share
Ladies and Gentlemen:
We have acted as special counsel to Corvus Pharmaceuticals, Inc., a Delaware corporation (the Company), in connection with the registration by the Company of an aggregate of 1,030,000 shares of common stock of the Company, par value $0.0001 per share (the Common Stock), consisting of 830,000 shares of Common Stock (the 2016 Plan Shares) issuable under the 2016 Equity Incentive Award Plan (the 2016 Plan) and 200,000 shares of Common Stock (together with the 2016 Plan Shares, the Shares) issuable under the 2016 Employee Stock Purchase Plan (together with the 2016 Plan, the Plans).
The Shares are included in a registration statement on Form S8 under the Securities Act of 1933, as amended (the Act), filed with the Securities and Exchange Commission (the Commission) on March 10, 2017 (the Registration Statement). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issuance of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the DGCL), and we express no opinion with respect to any other laws.
March 10, 2017
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Plans, assuming in each case that the individual issuances, grants or awards under the Plans are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements of law and the applicable Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
|
Very truly yours, |
|
|
|
/s/ Latham & Watkins LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 10, 2017 relating to the financial statements, which appears in Corvus Pharmaceuticals, Inc.s Annual Report on Form 10-K for the year ended December 31, 2016.
/s/ PricewaterhouseCoopers LLP
San Jose, CA
March 10, 2017