As filed with the Securities and Exchange Commission on August 18, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Trovagene, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 27-2004382 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) |
1055 Flintkote Avenue
New York, New York 10170
(212) 297-0020
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
2014 Equity Incentive Plan, as amended
(Full title of the plan)
William J. Welch
Chief Executive Officer
Trovagene, Inc.
1055 Flintkote Avenue
San Diego, CA 92121
(858) 952-7570
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Jeffrey J. Fessler, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza, 39th Floor
New York, New York 10112
(212) 653-8700
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 | ☐ (Do not check if a smaller reporting company) | 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 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 |
2,000,000 Shares | $0.82 | $1,640,000 | $191 | ||||
| ||||||||
|
(1) | Pursuant to Rule 416(a) of the Securities Act of 1933 (the Securities Act), as amended, this Registration Statement shall also cover any additional shares of the Registrants common stock that become issuable under the Companys 2014 Equity Incentive Plan, as amended, pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of the Registrants outstanding shares of common stock. |
(2) | For purposes of computing the registration fee only. Pursuant to Rule 457(c) and (h), the Proposed Maximum Offering Price Per Share is based upon the average of the high and low prices for the Registrants common stock on The NASDAQ Capital Market on August 15, 2017. |
EXPLANATORY NOTE
This Registration Statement registers an additional 2,000,000 shares of the Registrants Common Stock that may be offered and sold under the Trovagene, Inc. 2014 Equity Incentive Plan, as amended (the Plan). This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which one or more other registration statements filed on this form relating to the same employee benefit plan are effective. Registrant initially registered 5,000,000 shares of its common stock issuable under the Plan pursuant to a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the Commission) on July 1, 2015 (File No. 333-205424) (the Initial S-8). Registrant registered an additional 2,500,000 shares of its common stock issuable under the Plan pursuant to the Registration Statement on Form S-8 filed with the Commission on June 6, 2016 (File No. 333-211846) (the 2016 S-8, and together with the Initial S-8, the Prior Registration Statements).
On June 13, 2017, the Registrant held its 2017 Annual Meeting of Stockholders (the 2017 Annual Meeting). At the 2017 Annual Meeting, the Registrants stockholders voted affirmatively, among other things, to amend the Plan to increase the number of shares of Common Stock authorized to be issued pursuant to the Plan to 9,500,000 shares from 7,500,000 shares of Common Stock (the Amendment).
Pursuant to the Amendment, the total number of shares of the Registrants common stock available for grant and issuance under the Plan increased by 2,000,000 shares. Accordingly, the content of the Prior Registration Statements are incorporated herein by reference pursuant to General Instruction E of Form S-8.
-2-
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The following documents filed by Trovagene, Inc. (the Company) with the Commission are hereby incorporated by reference in this Registration Statement:
| the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2016; |
| all other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) since the end of the fiscal year ended December 31, 2016; |
| the description of the Companys common stock contained in the Registration Statement on Form 8-A filed with the Commission on May 23, 2012, and any amendments or reports filed updating such description. |
All other reports and documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act) (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that related to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, are incorporated by reference in this Registration Statement and are a part hereof from the date of filing such reports and documents.
Any statement contained in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
EXHIBIT INDEX
Exhibit Number |
Description | |
4.1 | Trovagene, Inc. 2014 Equity Incentive Plan (incorporated by reference to Annex A to the Companys Proxy Statement on Schedule 14A filed on April 28, 2017) | |
5.1* | Opinion of Sheppard, Mullin, Richter & Hampton LLP | |
23.1* | Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) | |
23.2* | Consent of BDO USA, LLP | |
24.1* | Power of Attorney (contained on page 4) |
* | Filed herewith |
-3-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 San Diego, California, on August 18, 2017.
TROVAGENE, INC. | ||
By: | /s/ William Welch | |
William Welch | ||
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint William Welch, with full power of substitution, his or her true and lawful attorney-in-fact to act for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file each of the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as he or she could do in person, hereby ratifying and confirming all that said attorneys-in-fact or substitutes, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by each of the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ William Welch |
Chief Executive Officer and Director | August 18, 2017 | ||
William Welch | (Principal Executive Officer and Principal Financial Officer) | |||
|
Chairman of the Board | August 18, 2017 | ||
Thomas H. Adams | ||||
/s/ John P. Brancaccio |
Director | August 18, 2017 | ||
John P. Brancaccio | ||||
/s/ Gary S. Jacob |
Director | August 18, 2017 | ||
Gary S. Jacob | ||||
/s/ Paul Billings |
Director | August 18, 2017 | ||
Paul Billings | ||||
/s/ Stanley Tennant |
Director | August 18, 2017 | ||
Stanley Tennant | ||||
/s/ Rodney S. Markin |
Director | August 18, 2017 | ||
Rodney S. Markin |
-4-