Securities Registration: Employee Benefit Plan (s-8)
August 26 2022 - 7:01AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 26, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Precision BioSciences, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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20-4206017 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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302 East Pettigrew Street, Suite A-100
Durham, North Carolina |
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27701 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Precision BioSciences, Inc. 2019 Incentive Award Plan
Precision BioSciences, Inc. 2019 Employee Stock Purchase Plan
Precision BioSciences, Inc. 2021 Employment Inducement Incentive Award Plan
(Full title of the plans)
Dario Scimeca
General Counsel & Secretary
Precision BioSciences, Inc.
302 East Pettigrew Street, Suite A-100
Durham, NC 27701
(Name and address of agent for service)
(919) 314-5512
(Telephone number, including area code, of agent for service)
Copy to:
Peter N. Handrinos, Esq.
Nathan Ajiashvili, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, MA 02116
(617) 948-6000
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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☒ |
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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 5,500,000 shares of the Registrant’s common stock, $0.000005 par value per share (the “Common Stock”), under the Precision BioSciences, Inc. 2019 Incentive Award Plan (the “2019 Plan”), an additional 1,000,000 shares of the Registrant’s Common Stock that may become issuable under the Precision BioSciences, Inc. 2019 Employee Stock Purchase Plan (the “2019 ESPP”), and an additional 6,000,000 shares of the Registrant’s Common Stock that may become issuable under the Precision BioSciences, Inc. 2021 Employment Inducement Incentive Award Plan, as amended (the “2021 Inducement Plan”). The additional shares registered pursuant to the 2019 Plan and the 2019 ESPP are of the same class as other securities relating to the 2019 Plan and the 2019 ESPP for which the Registration Statement on Form S-8 (File No. 333-230671) filed on April 1, 2019 is effective, and the additional shares registered pursuant to the 2021 Inducement Plan are of the same class as other securities relating to the 2021 Inducement Plan for which the registration statement filed on Form S-8 (File No. 333-259369) on September 7, 2021 is effective.
Pursuant to Instruction E of Form S-8, the contents of the above referenced prior registration statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein, except for Item 8, which is being updated by this Registration Statement.
Item 8. Exhibits.
* Filed herewith.
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 the City of Durham, State of North Carolina, on this 26th day of August 2022.
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PRECISION BIOSCIENCES, INC. |
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By: |
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/s/ Dario Scimeca |
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Dario Scimeca
General Counsel & Secretary |
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Michael Amoroso and John Alexander Kelly, and each of them, his true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and in his 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 the same, with all exhibits thereto, and all documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, 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 dates indicated.
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Name |
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Title |
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Date |
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/s/ Michael Amoroso
Michael Amoroso |
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President and Chief Executive Officer and Director
(principal executive officer) |
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August 26, 2022 |
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/s/ John Alexander Kelly
John Alexander Kelly |
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Chief Financial Officer
(principal financial officer) |
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August 26, 2022 |
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/s/ Shane Barton |
Vice President and Corporate Controller |
August 26, 2022 |
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Shane Barton |
(principal accounting officer) |
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/s/ Melinda Brown |
Director |
August 26, 2022 |
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Melinda Brown |
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/s/ Kevin J. Buehler
Kevin J. Buehler |
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Director |
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August 26, 2022 |
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/s/ Stanley R. Frankel
Stanley R. Frankel, M.D. |
Director |
August 26, 2022 |
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/s/ Geno Germano
Geno Germano |
Director |
August 26, 2022 |
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/s/ Derek Jantz
Derek Jantz, Ph.D. |
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Director |
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August 26, 2022 |
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/s/ Raymond Schinazi
Raymond Schinazi, Ph.D. |
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Director |
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August 26, 2022 |
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/s/ Shari Lisa Piré
Shari Lisa Piré |
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Director |
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August 26, 2022 |
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/s/ Sam Wadsworth, Ph.D. |
Director |
August 26, 2022 |
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Sam Wadsworth, Ph.D. |
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