As filed with the Securities and Exchange Commission on June 26, 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
Legend Biotech Corporation
(Exact name of registrant as specified in its charter)
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Cayman Islands
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Not Applicable
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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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Legend Biotech Corporation
2101 Cottontail Lane
Somerset, NJ 08873
(732) 317-5050
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Share Option Scheme
2020 Restricted Shares Plan
(Full title of the plans)
Yuan Xu, Ph.D.
Chief
Executive Officer
Legend Biotech Corporation
2101 Cottontail Lane
Somerset, NJ 08873
(732) 317-5050
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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. ☐
Copies to:
Divakar Gupta, Esq.
Robert W. Phillips, Esq.
Mark Ballantyne, Esq.
Cooley LLP
55 Hudson
Yards
New York, NY 10001
(212) 479-6000
CALCULATION OF REGISTRATION FEE
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Title of securities
to be registered(1)
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Amount
to be
registered(2)
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Proposed
maximum
offering price
per share(4)
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Proposed
maximum
aggregate
offering price(4)
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Amount of
registration fee
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Ordinary Shares, par value US$0.0001 per share
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31,000,000(3)
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$0.98-$19.8125
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$578,462,247.50
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$75,084.42
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(1)
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These shares may be represented by the Registrants American Depositary Shares, or ADSs, each of which
represents two ordinary shares. The Registrants ADSs issuable upon deposit of the ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-238581).
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(2)
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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 ordinary shares of the Registrant that become issuable under the Registrants Share Option Scheme (the Option Plan) and the Registrants 2020 Restricted Shares Plan (the
RSU Plan) by reason of any share dividend, share split, recapitalization or other similar transaction.
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(3)
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Consists of (i) 1,897,000 ordinary shares reserved for future issuance under the Option Plan, (ii) 18,103,000
ordinary shares underlying share options granted under the Option Plan and (iii) 11,000,000 ordinary shares to be issued upon vesting of restricted share units (RSUs) granted under the RSU Plan or reserved for issuance under the RSU
Plan.
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(4)
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Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of
calculating the registration fee, and is based upon (a) a weighted average exercise price of $0.98 per share for the outstanding share options granted under the Option Plan and (b) $19.8125 which was
one-half of the average of the high and low prices of the Registrants ADSs as reported on the Nasdaq Global Select Market for June 24, 2020. The chart below details the calculations of the
registration fee.
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Securities
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Number of
Shares
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Offering Price
Per Share(2)
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Aggregate
Offering Price
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To be issued upon the exercise of outstanding options granted
under the Option Plan
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1,897,000
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$0.98(4)(a)
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$ 1,859,060.00
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To be issued upon the exercise of options to be issued under
the Option Plan
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18,103,000
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$19.8125(4)(b)
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$ 358,665,687.50
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To be issued upon vesting of RSUs granted under the RSU
Plan
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52,173
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$19.8125(4)(b)
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$ 1,033,677.56
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Ordinary shares reserved for future grant under the RSU
Plan
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10,947,827
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$19.8125(4)(b)
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$ 216,903,822.44
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Proposed Maximum Aggregate Offering Price
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$578,462,247.50
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Registration Fee
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$75,084.42
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