As filed with the Securities and Exchange Commission on March 25, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
________________________________________
2seventy bio, Inc.
(Exact name of registrant as specified in its charter)
________________________________________
| Delaware | 86-3658454 | |||||||||||||||||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||
2seventy bio, Inc. 60 Binney Street Cambridge, MA (339) 499-9300 (Address of Principal Executive Offices) | 02142 (Zip Code) | |||||||||||||||||||||||||
2021 Stock Option and Incentive Plan
2021 Employee Stock Purchase Plan
(Full title of the plan)
________________________________________
Nick Leschly
President and Chief Executive Officer
2seventy bio, Inc.
60 Binney St.
Cambridge, MA 02142
(339) 499-9300
(Name and address of agent for service)
Copy to:
Michael H. Bison, Esq.
Gregg L. Katz, Esq.
Yasin E. Akbari, 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, small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| 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 13(a) of the Exchange Act. ☐
STATEMENT OF INCORPORATION BY REFERENCE
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”) of 2seventy bio, Inc. (the “Registrant”) 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 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of the registration statement on Form S-8, File No.: 333-260669, filed by the Registrant on November 1, 2021, relating to the 2021 Plan and 2021 ESPP pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. | Description | |||||||||||||||||||||||||
| 24.1 | Power of attorney (included on signature page). | |||||||||||||||||||||||||
__________
*Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Cambridge, Commonwealth of Massachusetts, on the 25th day of March, 2022.
| 2seventy bio, Inc. | ||||||||||||||||||||||||||
| By: | /s/ Nick Leschly | |||||||||||||||||||||||||
| Nick Leschly | ||||||||||||||||||||||||||
| President and Chief Executive Officer | ||||||||||||||||||||||||||
POWER OF ATTORNEY
We, the undersigned officers and directors of 2seventy bio, Inc., hereby severally constitute and appoint Nick Leschly and William D. Baird III, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated below on the 25th day of March, 2022.
| Name | Title | |||||||||||||||||||||||||||||||||||||||||||
| /s/ Nick Leschly | President, Chief Executive Officer and Director | |||||||||||||||||||||||||||||||||||||||||||
| Nick Leschly | (Principal Executive Officer) | |||||||||||||||||||||||||||||||||||||||||||
| /s/ William D. Baird III | Chief Financial Officer | |||||||||||||||||||||||||||||||||||||||||||
| William D. Baird III | (Principal Financial Officer and Principal Accounting Officer) | |||||||||||||||||||||||||||||||||||||||||||
| /s/ Daniel S. Lynch | Director | |||||||||||||||||||||||||||||||||||||||||||
| Daniel S. Lynch | ||||||||||||||||||||||||||||||||||||||||||||
| /s/ Sarah Glickman | Director | |||||||||||||||||||||||||||||||||||||||||||
| Sarah Glickman | ||||||||||||||||||||||||||||||||||||||||||||
| /s/ Ramy Ibrahim | Director | |||||||||||||||||||||||||||||||||||||||||||
| Ramy Ibrahim, M.D. | ||||||||||||||||||||||||||||||||||||||||||||
| /s/ Denice Torres | Director | |||||||||||||||||||||||||||||||||||||||||||
| Denice Torres | ||||||||||||||||||||||||||||||||||||||||||||
| /s/ Marcela Maus | Director | |||||||||||||||||||||||||||||||||||||||||||
| Marcela Maus, M.D., Ph.D. | ||||||||||||||||||||||||||||||||||||||||||||
| /s/ William R. Sellers | Director | |||||||||||||||||||||||||||||||||||||||||||
| William R. Sellers, M.D. | ||||||||||||||||||||||||||||||||||||||||||||
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
2seventy bio, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity | 2021 Stock Option and Incentive Plan Common Stock, $0.0001 par value per share | Rule 457(c) and Rule 457(h)(1) | 1,179,267 (2) | $16.45 (3) | $19,398,942.15 | $0.0000927 | $1,798.29 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity | 2021 Employee Stock Purchase Plan Common Stock, $0.0001 par value per share | Rule 457(c) and Rule 457(h)(1) | 233,302 (4) | $13.98 (5) | $3,261,561.96 | $0.0000927 | $302.35 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Offering Amounts | $22,660,504.11 | - | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Total Fee Offsets | - | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net Fee Due | $2,100.64 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock, $0.0001 par value per share (the “common stock”), of 2seventy bio, Inc. (the “Registrant”) which become issuable under the 2seventy bio, Inc. 2021 Stock Option and Incentive Plan (the “2021 Plan”) or the 2seventy bio, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. | ||||
| (2) | Represents an automatic increase of 1,179,267 shares of common stock to the number of shares available for issuance under the 2021 Plan, in accordance with the automatic annual increase provision of the 2022 Plan, effective as of January 1, 2022. Shares available for issuance under the 2021 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on November 1, 2021 (File No. 333-260669). | ||||
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act. The proposed maximum aggregate offering price is based on $14.34, the average of the high and low sale prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on March 21, 2022. | ||||
| (4) | Represents an automatic increase of 233,302 shares of common stock to the number of shares available for issuance under the 2021 ESPP, in accordance with the automatic annual increase provision of the 2021 Plan, effective as of January 1, 2022. Shares available for issuance under the 2021 ESPP were previously registered on Form S-8 filed with the Securities and Exchange Commission on November 1, 2021 (File No. 333-260669). | ||||
| (5) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act, and based on 85% of $12.19, the average of the high and low sale prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on March 21, 2022. Pursuant to the 2021 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the fair market value of a share of common stock on the first trading day of the applicable offering period or on the last trading day of the applicable offering period, whichever is less. | ||||
Exhibit 5.1
March 25, 2022
2seventy bio, Inc.
60 Binney Street
Cambridge, MA 02142
Re: Securities Being Registered under Registration Statement on Form S-8
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 1,412,569 shares (the “Shares”) of Common Stock, $0.0001 par value per share (“Common Stock”), of 2seventy bio, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan, and 2021 Employee Stock Purchase Plan (collectively, the “Plans”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan of 2seventy bio, Inc. of our report dated March 22, 2022, with respect to the consolidated and combined financial statements of 2seventy bio, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
March 25, 2022