As filed with the Securities and Exchange Commission on March 3, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
REGENXBIO Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 47-1851754 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification No.) |
9712 Medical Center Drive, Suite 100
Rockville, Maryland 20850
(240) 552-8181
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2015 Equity Incentive Plan
(Full title of plans)
Vittal Vasista
Chief Financial Officer
9712 Medical Center Drive, Suite 100
Rockville, Maryland 20850
(Name and address of agent for service)
(240) 552-8181
(Telephone number, including area code, of agent for service)
Please send copies of all communications to:
Jay K. Hachigian, Esq.
Keith Scherer, Esq.
Albert W. Vanderlaan, Esq.
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
One Marina Park Drive, Suite 900
Boston, Massachusetts 02210
Telephone: (617) 648-9100
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 | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee | ||||
| Common Stock, $0.0001 par value per share |
||||||||
| —2015 Equity Incentive Plan |
1,052,538 | $12.44 | $13,093,572.72 | $1,318.52 | ||||
| TOTAL |
1,052,538 | $13,093,572.72 | $1,318.52 | |||||
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| (1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plans 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 Registrant’s Common Stock, as applicable. |
| (2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended. The offering price per share and aggregate offering price for the unissued stock options and shares of Common Stock are based upon the average of the high and low prices of the Registrant’s common stock as reported on The NASDAQ Stock Exchange Global Market on March 1, 2016. |
EXPLANATORY NOTE
Information Required in the Section 10(a) Prospectus
Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement is filed by REGENXBIO Inc. (the “Company”) for the purpose of registering additional shares of Common Stock under the Company’s 2015 Equity Incentive Plan and the Company’s (the “Plan”).
The number of shares of Common Stock available for issuance under the Plan is subject to an automatic annual increase on the first day of the Company’s calendar year beginning in 2016 equal to the lower of (a) 4.0% of the total number of shares of Common Stock outstanding on December 31st of the prior year or (b) the number determined by the Company’s Board of Directors (the “Evergreen Provision”). Accordingly, the number of shares of Common Stock available for issuance under the Plan was increased by 1,052,538 shares effective January 1, 2016. This Registration Statement registers the 1,052,538 additional shares of Common Stock available for issuance under the Plan as a result of the Evergreen Provision.
Of the 4,004,638 shares currently authorized by the Plan, 2,952,100 have already been registered pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-206984) filed on September 17, 2015 (the “Original Registration Statement”). The contents of the Original Registration Statement, including any amendments thereto or filings incorporated therein are incorporated herein by this reference. Any items in the Original Registration Statement not expressly changed hereby shall be as set forth in the Original Registration Statement.
I-1
PART II
Information Required in the Registration Statement
Item 8. Exhibits.
| Exhibit | Incorporated by Reference | Filed | ||||||||||
| Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Herewith | ||||||
| 5.1 | Opinion and Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. | X | ||||||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | X | ||||||||||
| 23.2 | Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1). | X | ||||||||||
| 24.1 | Power of Attorney (incorporated by reference to the signature page of this Registration Statement). | X | ||||||||||
II-1
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kenneth T. Mills and Sara Garon Berl, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, 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 below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Kenneth T. Mills Kenneth T. Mills |
Chief Executive Officer, President and Director (Principal Executive Officer) |
March 3, 2016 | ||
| /s/ Vittal Vasista Vittal Vasista |
Chief Financial Officer (Principal Financial Officer) |
March 3, 2016 | ||
| /s/ Donald J. Hayden, Jr. Donald J. Hayden, Jr. |
Chairman of the Board of Directors | March 3, 2016 | ||
| /s/ Luke M. Beshar Luke M. Beshar |
Director | March 3, 2016 | ||
| /s/ Edgar G. Engleman, M.D. Edgar G. Engleman, M.D. |
Director | March 3, 2016 | ||
| /s/ Allan M. Fox Allan M. Fox |
Director | March 3, 2016 | ||
| /s/ A.N. “Jerry” Karabelas, Ph.D. A.N. “Jerry” Karabelas, Ph.D. |
Director | March 3, 2016 | ||
| /s/ Camille Samuels Camille Samuels |
Director | March 3, 2016 | ||
| /s/ David C. Stump, M.D. David C. Stump, M.D. |
Director | March 3, 2016 | ||
EXHIBIT INDEX
| Exhibit | Incorporated by Reference | Filed | ||||||||||
| Number |
Exhibit Description |
Form |
File No. |
Exhibit |
Filing Date |
Herewith | ||||||
| 5.1 | Opinion and Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. | X | ||||||||||
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | X | ||||||||||
| 23.2 | Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (contained in Exhibit 5.1). | X | ||||||||||
| 24.1 | Power of Attorney (incorporated by reference to the signature page of this Registration Statement). | X | ||||||||||
Exhibit 5.1
March 3, 2016
REGENXBIO Inc.
9712 Medical Center Drive, Suite 100
Rockville, Maryland 20850
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the “Registration Statement”) to be filed by REGENXBIO Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of an aggregate of up to 1,052,538 shares of the Company’s common stock, $0.0001 par value (“Common Stock”) reserved for issuance under the Company’s 2015 Equity Incentive Plan (the “Plan”).
In connection with this opinion, we have reviewed the actions proposed to be taken by you in connection with the issuance and sale of the Common Stock to be issued under the Plan. We have also examined and relied upon the Registration Statement and the originals or copies certified to our satisfaction of such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. With your consent, we have relied upon certificates and other assurances of officers of the Company as to factual matters without having independently verified such factual matters. We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof.
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, other than as expressly stated herein with respect to the issue of the Common Stock. Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion herein is expressed solely with respect to the federal laws of the United States and the General Corporation Law of the State of Delaware. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein. We are not rendering any opinion as to compliance with any federal or state antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.
Based upon and subject to the foregoing, we advise you that, in our opinion, when the Common Stock has been issued and sold by the Company pursuant to the applicable provisions of the Plan and pursuant to the agreements which accompany the Plan, and in accordance with the Registration Statement, such Common Stock will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of 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/ Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, 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 3, 2016 relating to the financial statements, which appears in REGENXBIO Inc.’s Annual Report on Form 10-K for the year ended December 31, 2015.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
March 3, 2016