Securities Registration: Employee Benefit Plan (s-8)
15 Marzo 2023 - 2:48PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 15, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
AURA BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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32-0271970 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
80 Guest Street
Boston, MA 02135
(617) 500-8864
(Address, including zip code and telephone number, including area code, of
Registrants principal executive offices)
Aura Biosciences, Inc. 2021 Stock Option and Incentive Plan
Aura Biosciences, Inc. 2021 Employee Stock Purchase Plan
(Full title of the plans)
Elisabet de
los Pinos, Ph.D.
Chief Executive Officer
Aura Biosciences, Inc.
80 Guest Street
Boston,
MA 02135
(617) 500-8864
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Stuart Cable, Esq.
Danielle Lauzon, Esq.
Stephanie A. Richards, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
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 relating to the 2021 Stock Option and Incentive Plan (the
2021 Plan) and the 2021 Employee Stock Purchase Plan (the 2021 ESPP) (together, the Plans) of Aura Biosciences, Inc. is being filed for the purpose of registering additional securities of the same class as
other securities for which a registration statement on Form S-8 relating to the Plans has previously been filed and is effective. Accordingly, pursuant to General Instruction E, the information contained in
the registrants registration statements on Form S-8 (File No.
333-260589 and File No.
333-263801) is hereby incorporated by reference and made a part of this registration statement, except as presented
below in Part II, Item 8. Exhibits.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
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Exhibit No. |
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Description |
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4.1 |
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Specimen Common Stock Certificate of the Registrant (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1 filed on October 8, 2021, (File No. 333-260156)). |
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4.2 |
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Tenth Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on November 2, 2021, (File No. 001-40791)). |
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4.3 |
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Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed
on November 2, 2021, (File No. 001-40791)). |
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4.4 |
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Fifth Amended and Restated Investors Rights Agreement (Incorporated by reference to Exhibit 4.2 to the Registration Statement on Form
S-1 filed on October 8, 2021, (File No. 333-260156)) |
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5.1* |
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Opinion of Goodwin Procter LLP. |
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23.1* |
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Consent of Ernst & Young, Independent Registered Public Accounting Firm. |
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23.2* |
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Consent of Goodwin Procter LLP (included in Exhibit 5.1). |
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24.1* |
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Power of Attorney (included on signature page). |
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99.1 |
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2021 Stock Option and Incentive Plan, and form of award agreements thereunder (Incorporated by reference to Exhibit 10.1 to the Registrants
Registration Statement on Form S-8, as amended (File No. 333-260589)). |
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99.2 |
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2021 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.4 to the Registrants Registration Statement on Form S-1, as amended (File No. 333-260156)). |
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107* |
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Filing Fee Table |
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 the City of Boston, State of Massachusetts, on
this 15th day of March, 2023.
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AURA BIOSCIENCES, INC. |
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By: |
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/s/ Elisabet de los Pinos |
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Name: Elisabet de los Pinos, Ph.D. Title:
President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Elisabet de los Pinos, Ph.D. and Julie
Feder, as such persons true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such persons name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Securities and Exchange Commission granting unto each 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 and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of 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 the following person in the capacities and on the
date indicated.
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Name |
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Title |
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Date |
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/s/ Elisabet de los Pinos |
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President, Chief Executive Officer and Director Principal Executive Officer |
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March 15, 2023 |
Elisabet de los Pinos, Ph.D. |
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/s/ Julie Feder
Julie Feder |
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Chief Financial Officer Principal Financial
Officer and Principal Accounting Officer |
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March 15, 2023 |
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/s/ David Johnson |
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Director |
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March 15, 2023 |
David Johnson |
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/s/ Giovanni Mariggi |
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Director |
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March 15, 2023 |
Giovanni Mariggi, Ph.D. |
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/s/ Antony Mattessich |
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Director |
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March 15, 2023 |
Antony Mattessich |
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/s/ Raj Parekh |
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Director |
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March 15, 2023 |
Raj Parekh, Ph.D. |
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/s/ Sapna Srivastava |
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Director |
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March 15, 2023 |
Sapna Srivastava, Ph.D. |
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/s/ Karan Takhar |
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Director |
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March 15, 2023 |
Karan Takhar |
Aura Biosciences (NASDAQ:AURA)
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