Attached files
| file | filename |
|---|---|
| EX-10.8 - EX-10.8 - GLOBEIMMUNE INC | d690449dex108.htm |
As filed with the Securities and Exchange Commission on June 16, 2014
Registration No. 333-194606
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 4
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GlobeImmune, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 84-1353925 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial |
(I.R.S. Employer |
1450 Infinite Drive
Louisville, CO 80027
(303) 625-2700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Timothy C. Rodell, M.D.
Chief Executive Officer and President
GlobeImmune, Inc.
1450 Infinite Drive
Louisville, CO 80027
(303) 625-2700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies to: | ||
| Brent D. Fassett Francis R. Wheeler Matthew P. Dubofsky Cooley LLP 380 Interlocken Crescent, Suite 900 Broomfield, Colorado 80021 Tel: (720) 566-4000 Fax: (720) 566-4099 |
Michael J. Lerner John D. Hogoboom Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020 Tel: (212) 262-6700 Fax: (973) 597-2300 | |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
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, as amended (the “Securities Act”) 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 earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 under the Securities Exchange Act of 1934, as amended. (Check one):
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
| Non-accelerated Filer | x (Do not check if a smaller reporting company) | Smaller Reporting Company | ¨ | |||
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 |
$30,546,875 | $3,935 | ||
| Underwriter’s Warrant to Purchase Common Stock(3) |
— | — | ||
| Common Stock Underlying Underwriter’s Warrant(4) |
$531,250 | $69 | ||
| Total |
$31,078,125 | $4,004(5) | ||
|
| ||||
|
| ||||
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. Includes the offering price of additional shares that the underwriter has the option to purchase. |
| (2) | Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. |
| (3) | No registration fee pursuant to Rule 457(g) under the Securities Act. |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The warrants are exercisable at a per share exercise price equal to 150% of the public offering price. As estimated solely for the purpose of recalculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the underwriter’s warrant is $531,250 (which is equal to 2% of $26,562,500). |
| (5) | A registration fee $5,605 has been previously paid in connection with this Registration Statement based on an estimate of the aggregate offering price. |
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 that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 4 to Registration Statement on Form S-1 (Registration No. 333-194606) of GlobeImmune, Inc. is being filed solely to furnish amended Exhibit 10.8. Accordingly, this Amendment No. 4 consists only of the facing page, this explanatory note, Part II to the Registration Statement, the Exhibit Index and Exhibit 10.8. No other changes have been made to the Form S-1.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 13. | Other expenses of issuance and distribution. |
The following table sets forth all costs and expenses, other than underwriting discounts and commissions, paid or payable by us in connection with the sale of the common stock being registered. All amounts shown are estimates except for except for the Securities and Exchange Commission, or SEC, registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the initial listing fee for The NASDAQ Global Market.
| Amount Paid or to be Paid |
||||
| SEC registration fee |
$ | 4,003 | ||
| FINRA filing fee |
5,162 | |||
| NASDAQ Global Market listing fee |
125,000 | |||
| Blue sky fees and expenses |
5,000 | |||
| Printing expenses |
225,000 | |||
| Legal fees and expenses |
725,000 | |||
| Accounting fees and expenses |
150,000 | |||
| Transfer agent and registrar fees and expenses |
10,000 | |||
| Miscellaneous fees and expenses |
52,000 | |||
|
|
|
|||
| Total |
$ | 1,301,170 | ||
|
|
|
|||
| Item 14. | Indemnification of directors and officers. |
Our amended and restated certificate of incorporation, which will become effective upon completion of this offering, limits the liability of directors to the maximum extent permitted by Delaware law. Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act of 1933, as amended. Our amended and restated certificate of incorporation, which will become effective upon completion of this offering, does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, which remain available under Delaware law. These limitations also do not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Our amended and restated bylaws, which will become effective upon completion of this offering, provide that we will indemnify our directors and executive officers, and may indemnify other officers, employees and other agents, to the fullest extent permitted by law.
We have entered into amended and restated indemnification agreements with our directors and executive officers, whereby we agree to indemnify our directors and executive officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or executive officer was, or is threatened to be made, a party by reason of the fact that such director is or was a director, officer, employee or agent of GlobeImmune, Inc., provided that such director or executive officer acted in good faith and in a manner that the director or executive officer reasonably believed to be in, or not opposed to, the best interest of GlobeImmune, Inc. At present, there is no pending litigation or proceeding involving a director or executive officer of GlobeImmune, Inc. regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.
We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, that might be incurred by any director or officer in his capacity as such.
The underwriter is obligated, under certain circumstances, pursuant to the underwriting agreement filed as Exhibit 1.1 hereto, to indemnify us, our officers and directors against liabilities under the Securities Act of 1933, as amended.
Reference is made to the following documents filed as exhibits to this registration statement regarding relevant indemnification provisions described above and elsewhere herein:
| Exhibit Document |
Number | |||
| Form of Underwriting Agreement |
1.1 | |||
| Form of Amended and Restated Certificate of Incorporation to be effective upon completion of this offering |
3.3 | |||
| Form of Amended and Restated Bylaws to be effective upon completion of this offering |
3.5 | |||
| Form of Amended and Restated Indemnification Agreement |
10.4 | |||
| Item 15. | Recent sales of unregistered securities. |
Set forth below is information regarding shares of common stock, preferred stock, warrants and convertible promissory notes that we issued and options that we granted within the past three years that were not registered under the Securities Act. Also included is the consideration, if any, that we received for such shares, warrants, notes and options and information relating to the section of the Securities Act, or rule of the SEC, under which exemption from registration was claimed.
| (a) | Issuances of Capital Stock, Warrants and Convertible Promissory Notes. |
| 1. | On August 17, 2012, we sold 1,904 shares of our common stock pursuant to the exercise of a warrant at a price of $34.37 per share to one accredited investor for cash consideration of $8,969. |
| 2. | On September 12, 2012, we issued 29,432 shares of our Series C Preferred Stock upon the net exercise of a warrant to purchase Series C Preferred Stock at an exercise price of $1.644 per share. We received no additional consideration in connection with this exercise. |
| 3. | On September 12, 2012, we issued 2,532 shares of our Series C Preferred Stock pursuant to the exercise of a warrant as a price of $1.445 per share to one accredited investor for cash consideration of $3,659. |
| 4. | On November 12, 2013, we issued a 8% convertible promissory note due on November 12, 2016 with an aggregate principal amount of $391,730. |
| 5. | From January 31, 2014 to February 11, 2014 we issued 10% convertible promissory notes, or the 2014 Notes, due on January 31, 2015 with an aggregate principal amount of $7,500,000 to accredited investors. At the close of this offering the aggregate principal and accrued interest of the 2014 Notes will convert into 690,663 shares of common stock assuming an initial public offering price of $16.00 per share, the midpoint of the range set forth on the cover page of this prospectus, and based on a conversion date of May 31, 2014, and (ii) we issued warrants to purchase our capital stock, which, upon completion of this offering, will convert into warrants to purchase an aggregate of 468,769 shares of our common stock with an assumed exercise price of $16.00 per share assuming an initial public offering price of $16.00 per share, the midpoint of the range set forth on the cover page of this prospectus. These warrants are exercisable until their expiration on January 31, 2019. |
| 6. | In connection with the issuance of the 2014 Notes and the related warrants we issued warrants to purchase an aggregate of 46,877 shares of our common stock at an assumed exercise price of $16.00 per share assuming an initial public offering price of $16.00 per share, the midpoint of the range set forth on the cover page of this prospectus. This warrant is exercisable until its expiration on the five year anniversary of the effective date of this registration statement. |
| 7. | In connection with the issuance of the 2014 Notes and the related warrants we issued a warrant to purchase an aggregate of 69,063 shares of our common stock at an assumed exercise price of $16.80 per share assuming an initial public offering price of $16.00 per share, the midpoint of the range set forth on the cover page of this prospectus. This warrant is exercisable until its expiration on the five year anniversary of the effective date of this registration statement. |
| (b) | Grants of Stock Options. |
| 1. | From January 1, 2011 through December 31, 2013, we granted stock options to purchase an aggregate of 47,874 shares of common stock with exercise prices ranging from $10.07 to $18.24 per share to certain of our employees, consultants, advisors and directors under our 2002 Stock Incentive Plan, or the 2002 Plan, in connection with services provided to us by such parties. Of these options, no shares have been exercised. 10,862 options have been cancelled without being exercised and 37,012 options remain outstanding. |
| 2. | On March 13, 2014, we granted stock options to purchase an aggregate of 7,279 shares of common stock with exercise prices of $15.10 per share to certain of our employees, consultants, advisors and directors under the 2002 Plan, in connection with services provided to us by such parties. None of these options have been exercised. None of these options have been cancelled without being exercised and 7,279 options remain outstanding. |
No underwriters were involved in the foregoing issuances of securities.
The offers, sales and issuances of the securities described in Item 15(a) were deemed to be exempt from registration under the Securities Act in reliance on Rule 506 of Regulation D in that the issuance of securities to the accredited investors did not involve a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited investor under Rule 501 of Regulation D.
The offers, sales and issuances of the securities described in Item 15(b) were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 in that the transactions were under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of such securities were our employees, directors or bona-fide consultants and received the securities under the 2002 Plan. Appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about the Company.
| Item 16. | Exhibits and Financial Statement Schedules |
| (a) | Exhibits |
| Exhibit |
Description of Exhibit | |
| 1.1# | Form of Underwriting Agreement | |
| 3.1# | Restated Certificate of Incorporation of Registrant filed on June 14, 2012 | |
| 3.2# | Certificate of Amendment to the Restated Certificate of Incorporation filed on August 31, 2012 | |
| 3.2.1# | Certificate of Amendment to the Restated Certificate of Incorporation filed on April 25, 2014 | |
| 3.3# | Form of Amended and Restated Certificate of Incorporation of Registrant to be effective upon completion of this offering | |
| 3.4# | Amended and Restated Bylaws of Registrant, as currently in effect | |
| 3.5# | Form of Amended and Restated Bylaws of Registrant to be effective upon completion of this offering | |
| 4.1# | Form of Registrant’s Common Stock Certificate | |
| Exhibit |
Description of Exhibit | |
| 4.2# | Form of Warrants to purchase Series B Preferred Stock and a Schedule of Warrantholders | |
| 4.3# | Warrant to purchase Series B Preferred Stock, dated April 14, 2006, issued to SVB Financial Group | |
| 4.4# | Warrant to purchase Series B Preferred Stock, dated April 14, 2006, issued to Oxford Finance Corporation | |
| 4.5# | Form of Warrants to purchase Series C Preferred Stock and a Schedule of Warrantholders | |
| 4.6# | Convertible Promissory Note issued by Registrant to Cooley LLP, dated as of November 12, 2013 | |
| 4.7# | Form of Warrant Certificate and a Schedule of Warrantholders | |
| 4.8# | Form of Convertible Term Note and a Schedule of Noteholders | |
| 4.9# | Form of Warrant to purchase capital stock issued to Aegis Capital Corp. or its designees | |
| 4.10# | Form of Warrant to purchase capital stock issued to Aegis Capital Corp. or its designees | |
| 4.11# | Form of Warrant to purchase Common Stock to be issued to Aegis Capital Corp. or its designees upon completion of this offering | |
| 4.12# | Fifth Amended and Restated Stockholders Agreement between Registrant and certain holders of Common and Preferred Stock dated January 14, 2010 | |
| 4.12.1# | Amendment No. 1 to Fifth Amended and Restated Stockholders Agreement between Registrant and certain holders of Common and Preferred Stock dated August 31, 2012 | |
| 4.13# | Form of Warrant to be issued to Cooley LLP upon completion of this offering | |
| 5.1# | Opinion of Cooley LLP | |
| 10.1†# | 2002 Stock Incentive Plan | |
| 10.1.1†# | Form of Incentive Stock Option Agreement under 2002 Stock Incentive Plan | |
| 10.1.2†# | Form of Non-Qualified Stock Option Agreement under 2002 Stock Incentive Plan | |
| 10.2†# | 2014 Equity Incentive Plan | |
| 10.2.1†# | Form of Stock Option Grant Notice and Stock Option Agreement under 2014 Equity Incentive Plan | |
| 10.3†# | 2014 Employee Stock Purchase Plan | |
| 10.4†# | Form of Indemnification Agreement between Registrant and its directors and executive officers | |
| 10.5†# | Executive Employment Agreement between the Registrant and Timothy C. Rodell | |
| 10.6†# | Executive Employment Agreement between Registrant and C. Jeffrey Dekker | |
| 10.6.1†# | Executive Employment Agreement between Registrant and Kirk A. Christoffersen | |
| 10.7# | Lease between Registrant and Triumph 1450 LLC, dated October 25, 2005 | |
| 10.7.1# | Lease Amendment between Registrant and Triumph 1450 LLC, dated August 25, 2006 | |
| 10.7.2# | Second Lease Amendment between Registrant and SF Infinite Drive, LLC, dated June 3, 2010 | |
| 10.7.3# | Third Lease Amendment between Registrant and SF Infinite Drive, LLC, dated October 31, 2013 | |
| 10.7.4# | Fourth Amendment to Lease Agreement between Registrant and SF Infinite Drive, LLC, dated April 14, 2014 | |
| 10.8* | Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of May 14, 2009 | |
| 10.8.1# | Amendment #1 to the Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of November 6, 2009 | |
| Exhibit |
Description of Exhibit | |
| 10.8.2# | Amendment #2 to the Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of February 9, 2010 | |
| 10.8.3*# | Amendment #3 to the Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of June 16, 2011 | |
| 10.8.4*# | Amendment #4 to the Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of October 24, 2011 | |
| 10.9*# | GI-6300 Program License Agreement by and among the Registrant, Celgene Corporation, and Celgene Alpine Investment Co., LLC, dated July 26, 2013 | |
| 10.10*# | License and Collaboration Agreement between Registrant and Gilead Sciences, Inc., dated as of October 24, 2011 | |
| 10.10.1# | First Amendment to License and Collaboration Agreement between Registrant and Gilead Sciences, Inc. dated as of December 14, 2012 | |
| 10.11*# | Agreement between Registrant and The Regents of the University of Colorado, dated as of May 30, 2006 | |
| 10.11.1*# | Amendment (1) to Agreement and Restated Intellectual Property License Agreement among Registrant, The Regents of the University of Colorado and University License Equity Holdings, Inc., effective as of May 5, 2009 | |
| 10.11.2*# | Second Amendment to Agreement and Restated Intellectual Property License Agreement among Registrant, The Regents of the University of Colorado and University License Equity Holdings, Inc., effective as of March 12, 2010 | |
| 10.11.3*# | Stock Purchase Agreement between the Registrant and University License Equity Holding, Inc., dated the 8th day of August, 2003 | |
| 10.11.4*# | Stock Purchase Agreement between the Registrant and University License Equity Holding, Inc. dated the 15th day of October, 2003 | |
| 10.11.5*# | Stock Purchase Agreement between the Registrant and University License Equity Holding, Inc. dated the 7th day of September, 2004 | |
| 10.11.6*# | Stock Purchase Agreement between the Registrant and University License Equity Holding, Inc. dated the 25th day of August, 2005 | |
| 10.12*# | Cooperative Research and Development Agreement (CRADA #2264) between Registrant and National Cancer Institute, dated January 23, 2008 | |
| 10.12.1*# | Amendment No. 1 to CRADA #2264 between Registrant and National Cancer Institute, dated August 8, 2011 | |
| 10.12.2*# | Amendment No. 2 to CRADA #2264 between Registrant and National Cancer Institute, dated July 30, 2013 | |
| 10.13*# | Public Health Service Patent License Agreement – Exclusive (License Number: L127-2007/0) (CEA) between Registrant and the National Institutes of Health, or NIH, dated as of June 11, 2007 | |
| 10.13.1*# | First Amendment to Public Health Service Patent License Agreement – Exclusive (License Number: L127-2007/1) (CEA) between Registrant and the NIH, dated as of April 5, 2010 | |
| 10.13.2*# | Second Amendment to Public Health Service Patent License Agreement – Exclusive (License Number: L127-2007/2) (CEA) between Registrant and the NIH, dated as of October 31, 2011 | |
| 10.14*# | Public Health Service Patent License Agreement – Exclusive (License Number L-121-2011/0) (VirusPlus) between Registrant and the NIH, dated as of August 23, 2011 | |
| Exhibit |
Description of Exhibit | |
| 10.15*# | Public Health Service Patent License Agreement – Exclusive (License Number: L-036-2012/0) (Brachyury) between Registrant and the NIH, dated as of January 3, 2012 | |
| 10.16*# | Public Health Service Patent License Agreement – Exclusive (License Number: L-067-2012/0) (MUC1) between Registrant and the NIH, dated as of March 12, 2012 | |
| 10.17†# | 2014 Performance Based Non-Equity Incentive Plan | |
| 10.18# | Form of Employee Proprietary Information and Inventions Agreement | |
| 10.19# | Engagement Letter between Registrant and Aegis Capital Corp., dated as of December 17, 2013 | |
| 10.20# | Placement Agency Agreement between Registrant and Aegis Capital Corp., dated as of January 27, 2014 | |
| 23.1# | Consent of KPMG LLP, independent registered public accounting firm | |
| 23.2# | Consent of Cooley LLP (included in Exhibit 5.1) | |
| 24.1# | Power of Attorney (see signature page of this registration statement) | |
| † | Indicates management contract or compensatory plan. |
| * | Indicates confidential treatment has been requested with respect to specific portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission. |
| # | Previously filed. |
| (b) | Financial statement schedule. |
No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or notes.
| Item 17. | Undertakings. |
The undersigned Registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned Registrant hereby undertakes that:
| (1) | For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. |
| (2) | For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona-fide offering thereof. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Amendment No. 4 to the registration statement on From S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, State of Colorado, on June 16, 2014.
| GLOBEIMMUNE, INC. | ||
| By: | /s/ Timothy C. Rodell | |
| Timothy C. Rodell, M.D. Chief Executive Officer and President | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 4 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ Timothy C. Rodell Timothy C. Rodell, M.D. |
Chief Executive Officer, President and Director (Principal Executive Officer) |
June 16, 2014 | ||
| /s/ C. Jeffrey Dekker C. Jeffrey Dekker |
Vice President, Finance and Treasurer (Principal Financial and Accounting Officer) |
June 16, 2014 | ||
| * J. William Freytag, Ph.D. |
Chairman of the Board of Directors and Director |
June 16, 2014 | ||
| * Ralph E. Christoffersen, Ph.D. |
Director | June 16, 2014 | ||
| * Augustine J. Lawlor |
Director | June 16, 2014 | ||
| * Paul A. Mieyal, Ph.D. |
Director | June 16, 2014 | ||
| * Dan J. Mitchell |
Director | June 16, 2014 | ||
| * Pennina Safer, Ph.D. |
Director | June 16, 2014 | ||
| * S. Edward Torres |
Director | June 16, 2014 | ||
| * By | /s/ Timothy C. Rodell | |
| Timothy C. Rodell | ||
| Attorney-in-Fact |
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 1.1# | Form of Underwriting Agreement | |
| 3.1# | Restated Certificate of Incorporation of Registrant filed on June 14, 2012 | |
| 3.2# | Certificate of Amendment to the Restated Certificate of Incorporation filed on August 31, 2012 | |
| 3.2.1# | Certificate of Amendment to the Restated Certificate of Incorporation filed on April 25, 2014 | |
| 3.3# | Form of Amended and Restated Certificate of Incorporation of Registrant to be effective upon completion of this offering | |
| 3.4# | Amended and Restated Bylaws of Registrant, as currently in effect | |
| 3.5# | Form of Amended and Restated Bylaws of Registrant to be effective upon completion of this offering | |
| 4.1# | Form of Registrant’s Common Stock Certificate | |
| 4.2# | Form of Warrants to purchase Series B Preferred Stock and a Schedule of Warrantholders | |
| 4.3# | Warrant to purchase Series B Preferred Stock, dated April 14, 2006, issued to SVB Financial Group | |
| 4.4# | Warrant to purchase Series B Preferred Stock, dated April 14, 2006, issued to Oxford Finance Corporation | |
| 4.5# | Form of Warrants to purchase Series C Preferred Stock and a Schedule of Warrantholders | |
| 4.6# | Convertible Promissory Note issued by Registrant to Cooley LLP, dated as of November 12, 2013 | |
| 4.7# | Form of Warrant Certificate and a Schedule of Warrantholders | |
| 4.8# | Form of Convertible Term Notes and a Schedule of Noteholders | |
| 4.9# | Form of Warrant to purchase capital stock issued to Aegis Capital Corp. or its designees | |
| 4.10# | Form of Warrant to purchase capital stock issued to Aegis Capital Corp. or its designees | |
| 4.11# | Form of Warrant to purchase Common Stock to be issued to Aegis Capital Corp. or its designees upon completion of this offering | |
| 4.12# | Fifth Amended and Restated Stockholders Agreement between Registrant and certain holders of Common and Preferred Stock dated January 14, 2010 | |
| 4.12.1# | Amendment No. 1 to Fifth Amended and Restated Stockholders Agreement between Registrant and certain holders of Common and Preferred Stock dated August 31, 2012 | |
| 4.13# | Form of Warrant to be issued to Cooley LLP upon completion of this offering | |
| 5.1# | Opinion of Cooley LLP | |
| 10.1†# | 2002 Stock Incentive Plan | |
| 10.1.1†# | Form of Incentive Stock Option Agreement under 2002 Stock Incentive Plan | |
| 10.1.2†# | Form of Non-Qualified Stock Option Agreement under 2002 Stock Incentive Plan | |
| 10.2†# | 2014 Equity Incentive Plan | |
| 10.2.1†# | Form of Stock Option Grant Notice and Stock Option Agreement under 2014 Equity Incentive Plan | |
| 10.3†# | 2014 Employee Stock Purchase Plan | |
| Exhibit |
Description of Exhibit | |
| 10.4†# | Form of Indemnification Agreement between Registrant and its directors and executive officers | |
| 10.5†# | Executive Employment Agreement between the Registrant and Timothy C. Rodell | |
| 10.6†# | Executive Employment Agreement between Registrant and C. Jeffrey Dekker | |
| 10.6.1†# | Executive Employment Agreement between Registrant and Kirk A. Christoffersen | |
| 10.7# | Lease between Registrant and Triumph 1450 LLC, dated October 25, 2005 | |
| 10.7.1# | Lease Amendment between Registrant and Triumph 1450 LLC, dated August 25, 2006 | |
| 10.7.2# | Second Lease Amendment between Registrant and SF Infinite Drive, LLC, dated June 3, 2010 | |
| 10.7.3# | Third Lease Amendment between Registrant and SF Infinite Drive, LLC, dated October 31, 2013 | |
| 10.7.4# | Fourth Amendment to Lease Agreement between Registrant and SF Infinite Drive, LLC, dated April 14, 2014 | |
| 10.8* | Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of May 14, 2009 | |
| 10.8.1# | Amendment #1 to the Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of November 6, 2009 | |
| 10.8.2# | Amendment #2 to the Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of February 9, 2010 | |
| 10.8.3*# | Amendment #3 to the Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of June 16, 2011 | |
| 10.8.4*# | Amendment #4 to the Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of October 24, 2011 | |
| 10.9*# | GI-6300 Program License Agreement by and among the Registrant, Celgene Corporation, and Celgene Alpine Investment Co., LLC, dated July 26, 2013 | |
| 10.10*# | License and Collaboration Agreement between Registrant and Gilead Sciences, Inc., dated as of October 24, 2011 | |
| 10.10.1# | First Amendment to License and Collaboration Agreement between Registrant and Gilead Sciences, Inc, dated as of December 14, 2012 | |
| 10.11*# | Agreement between Registrant and The Regents of the University of Colorado, dated as of May 30, 2006 | |
| 10.11.1*# | Amendment (1) to Agreement and Restated Intellectual Property License Agreement among Registrant, The Regents of the University of Colorado and University License Equity Holdings, Inc., effective as of May 5, 2009 | |
| 10.11.2*# | Second Amendment to Agreement and Restated Intellectual Property License Agreement among Registrant, The Regents of the University of Colorado and University License Equity Holdings, Inc., effective as of March 12, 2010 | |
| 10.11.3*# | Stock Purchase Agreement between the Registrant and University License Equity Holding, Inc., dated the 8th day of August, 2003 | |
| 10.11.4*# | Stock Purchase Agreement between the Registrant and University License Equity Holding, Inc. dated the 15th day of October, 2003 | |
| 10.11.5*# | Stock Purchase Agreement between the Registrant and University License Equity Holding, Inc. dated the 7th day of September, 2004 | |
| Exhibit |
Description of Exhibit | |
| 10.11.6*# | Stock Purchase Agreement between the Registrant and University License Equity Holding, Inc. dated the 25th day of August, 2005 | |
| 10.12*# | Cooperative Research and Development Agreement (CRADA #2264) between Registrant and National Cancer Institute, dated January 23, 2008 | |
| 10.12.1*# | Amendment No. 1 to CRADA #2264 between Registrant and National Cancer Institute, dated August 8, 2011 | |
| 10.12.2*# | Amendment No. 2 to CRADA #2264 between Registrant and National Cancer Institute, dated July 30, 2013 | |
| 10.13*# | Public Health Service Patent License Agreement – Exclusive (License Number: L127-2007/0) (CEA) between Registrant and the National Institutes of Health, or NIH, dated as of June 11, 2007 | |
| 10.13.1*# | First Amendment to Public Health Service Patent License Agreement – Exclusive (License Number: L127-2007/1) (CEA) between Registrant and the NIH, dated as of April 5, 2010 | |
| 10.13.2*# | Second Amendment to Public Health Service Patent License Agreement – Exclusive (License Number: L127-2007/2) (CEA) between Registrant and the NIH, dated as of October 31, 2011 | |
| 10.14*# | Public Health Service Patent License Agreement – Exclusive (License Number L-121-2011/0) (VirusPlus) between Registrant and the NIH, dated as of August 23, 2011 | |
| 10.15*# | Public Health Service Patent License Agreement – Exclusive (License Number: L-036-2012/0) (Brachyury) between Registrant and the NIH, dated as of January 3, 2012 | |
| 10.16*# | Public Health Service Patent License Agreement – Exclusive (License Number: L-067-2012/0) (MUC1) between Registrant and the NIH, dated as of March 12, 2012 | |
| 10.17†# | 2014 Performance-Based Non-Equity Incentive Plan | |
| 10.18# | Form of Employee Proprietary Information and Inventions Agreement | |
| 10.19# | Engagement Letter between Registrant and Aegis Capital Corp., dated as of December 17, 2013 | |
| 10.20# | Placement Agency Agreement between Registrant and Aegis Capital Corp., dated as of January 27, 2014 | |
| 23.1# | Consent of KPMG LLP, independent registered public accounting firm | |
| 23.2# | Consent of Cooley LLP (included in Exhibit 5.1) | |
| 24.1# | Power of Attorney (see signature page of this registration statement) | |
| † | Indicates management contract or compensatory plan. |
| * | Indicates confidential treatment has been requested with respect to specific portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission. |
| # | Previously filed. |