As filed with the Securities and Exchange Commission on February 27, 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
ADURO BIOTECH, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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2834
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94-3348934
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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740 Heinz Avenue
Berkeley, CA 94710
(510)
848-4400
(Address, including zip code and telephone number, of Registrants principal
executive offices)
Aduro Biotech, Inc. 2015 Equity Incentive Plan
Stephen T. Isaacs
Chairman, President and Chief Executive Officer
Aduro Biotech, Inc.
740
Heinz Avenue
Berkeley, California 94710
(510)
848-4400
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Alan
C. Mendelson
Kathleen M. Wells
Latham & Watkins LLP
140 Scott Drive
Menlo
Park, California 94025
(650)
328-4600
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 Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering Price
per
Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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Aduro Biotech, Inc. 2015 Equity Incentive
Plan
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3,182,868 (2)
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$3.95 (3)
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$12,572,328.60
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$1,523.77
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Total
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3,182,868
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$12,572,328.60
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$1,523.77
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, or the Securities Act, this
Registration Statement shall also cover any additional shares of Registrants common stock that become issuable under the plan set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction
effected that results in an increase to the number of outstanding shares of Registrants common stock, as applicable.
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(2)
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Represents shares of common stock that were automatically added to the shares authorized for issuance under the
Registrants 2015 Equity Incentive Plan, as amended (the 2015 Plan), on January 1, 2019 pursuant to an evergreen provision contained in the 2015 Plan. Pursuant to such provision, the number of shares reserved for
issuance under the 2015 Plan automatically increases on January 1 of each year, starting on January 1, 2016 and continuing through (and including) January 1, 2025 by 4% of the total number of shares of the Registrants capital
stock outstanding on December 31 of the preceding fiscal year, or a lesser number of shares determined by the Registrants board of directors.
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(3)
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Estimated in accordance with Rules 457(c) and (h) solely for the purpose of calculating the registration
fee on the basis of $3.95 per share, the average of the high and low prices of the Registrants common stock on February 21, 2019 as reported on The Nasdaq Global Select Market.
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