As filed with the Securities and Exchange Commission on November 7, 2019
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SIERRA ONCOLOGY, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
Delaware
|
|
2834
|
|
20-0138994
|
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification Number)
|
c/o 2150-885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E8
(604) 558-6536
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Nick Glover
Chief
Executive Officer
c/o 2150 – 885 West Georgia Street
Vancouver, British Columbia, Canada V6C 3E8
(604) 558-6536
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
|
|
|
|
Stephen M. Graham, Esq.
Robert A. Freedman, Esq.
Amanda L. Rose, Esq.
Fenwick & West LLP
1191 Second Avenue, 10th Floor
Seattle, Washington 98101
(206) 389-4510
|
|
Sukhi Jagpal
Chief Financial Officer
c/o 2150 – 885 West Georgia Street
Vancouver, British Columbia
Canada V6C 3E8
|
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-225650
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement filed pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company or emerging growth company. See definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934:
|
|
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
|
|
Non-accelerated filer
|
|
☐
|
|
Smaller reporting company
|
|
☒
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company
|
|
☒
|
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
|
|
|
|
|
|
|
|
|
Title of Each Class of
Securities to be Registered
|
|
Proposed
Maximum
Aggregate Offering
Price(1)
|
|
Amount of
Registration Fee(2)
|
|
Common stock, $0.001 par value per share
|
|
—
|
|
—
|
|
Preferred stock, $0.001 par value per share
|
|
—
|
|
—
|
|
Warrants
|
|
—
|
|
—
|
|
Total(3)
|
|
$40,000,000
|
|
$5,192
|
|
|
|
|
|
(1)
|
The registrant previously registered the offer and sale of certain securities, including its common stock, par
value $0.001 per share (the “Common Stock”), preferred stock, par value $0.001 per share (the “Preferred Stock”), and warrants to purchase shares of its Common Stock and Preferred Stock, having a proposed maximum aggregate
offering price of $200,000,000 pursuant to a Registration Statement on Form S-3 (File No. 333-225650), which was declared effective by the Securities and Exchange
Commission on June 21, 2018 (the “Related Registration Statement”). As of the date hereof, a balance of $200,000,000 of such securities remains to be offered and sold under the Related Registration Statement. In accordance with Rule
462(b) promulgated under the Securities Act, an additional amount of the registrant’s Common Stock, Preferred Stock, and warrants to purchase Common Stock and Preferred Stock having a proposed maximum aggregate offering price of
$40,000,000 is hereby registered, representing no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration. The securities registered hereunder also include such indeterminate number of shares of
Common Stock or Preferred Stock as may be issued upon conversion, exchange or exercise of any securities that provide for such issuance or pursuant to the antidilution provisions of any of such securities.
|
|
(2)
|
Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
|
|
(3)
|
Consisting of some or all of the securities listed above, in any combination, including common stock, preferred
stock, and warrants.
|
This Registration Statement shall become effective
upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.