As filed with the Securities and Exchange Commission on August 6, 2020
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
|
|
20-0138994
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
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 registrants principal executive offices)
Stephen G. Dilly
President and Chief Executive Officer
Sierra Oncology, Inc.
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.
Amanda L. Rose, Esq.
Fenwick & West LLP
1191 Second Avenue, 10th Floor
Seattle, WA 98101
(206) 389-4510
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,
please 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 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 earliest effective registration statement for the same offering: ☐
If this Form is a registration statement 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, 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. (Check one):
|
|
|
|
|
|
|
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 (1)
|
|
Amount
to be
Registered (1)(2)
|
|
Proposed
Maximum
Offering Price
Per Security (3)
|
|
Proposed
Maximum
Aggregate
Offering Price (3)
|
|
Amount of
Registration Fee (4)
|
Common stock, $0.001 par value per share
|
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value per share
|
|
|
|
|
|
|
|
|
Debt securities
|
|
|
|
|
|
|
|
|
Warrants
|
|
|
|
|
|
|
|
|
Subscription rights
|
|
|
|
|
|
|
|
|
Units
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
$150,000,000
|
|
$19,470.00
|
|
|
(1)
|
There is being registered hereunder an unspecified number of shares of (a) common stock,
(b) preferred stock, (c) debt securities, (d) warrants to purchase common stock, preferred stock or debt securities of the Registrant, (e) subscription rights to purchase common stock, preferred stock or debt securities of the
Registrant, and (f) units, consisting of some or all of these securities in any combination, as may be sold from time to time by the Registrant. Any securities registered hereunder may be sold separately or as units with other securities
registered hereunder. There is also being registered hereunder an unspecified number of shares of common stock, preferred stock and debt securities as shall be issuable upon conversion, exchange or exercise of any securities that provide for
such issuance. In no event will the aggregate offering price of all types of securities issued by the Registrant pursuant to this registration statement exceed $150,000,000.
|
(2)
|
Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be
offered or issued in connection with any stock split, stock dividend or similar transaction.
|
(3)
|
The proposed maximum offering price per share and proposed maximum aggregate offering price for each type of
security will be determined from time to time by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder.
|
(4)
|
Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
|
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration
statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.