As filed with the Securities and Exchange Commission on September 9, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Silence Therapeutics plc
(Exact name of registrant as specified in its charter)
England and Wales | Not applicable |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
72 Hammersmith Road London W14 8TH United Kingdom (Address of Principal Executive Offices) | Not applicable
(Zip code) |
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Silence Therapeutics plc 2018 Employee Long Term Incentive Plan with U.S. Sub-Plan
Silence Therapeutics plc 2018 Non-Employee Long Term Incentive Plan with U.S. Sub-Plan
(Full titles of the plans)
Silence Therapeutics Inc.
434 West 33rd Street, Office 814
New York, New York 10001
(Name and address for agent for service)
+ 1 917 374 0372
(Telephone number, including area code, of agent for service)
Copies to:
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Joshua A. Kaufman Divakar Gupta Brian F. Leaf Cooley LLP 55 Hudson Yards New York, New York 10001 +1 212 479 6000 |
| Claire A. Keast-Butler Cooley (UK) LLP Dashwood 69 Old Broad Street London EC2M 1QS United Kingdom +44 20 7785 9355 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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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| Accelerated filer |
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Non-accelerated filer |
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| Smaller reporting company |
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered(1) |
| Amount |
| Proposed |
| Proposed |
| Amount of |
Ordinary shares, nominal value £0.05 per share |
| 9,458,715 shares(3) |
| $0.79 - $6.67(4) |
| $36,339,727.56(4) |
| $4,716.90 |
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(1) | These ordinary shares, nominal value £0.05 per share (“Ordinary Shares”) may be represented by the American Depositary Shares (“ADSs”) of Silence Therapeutics plc (the “Registrant”), each of which represents three Ordinary Shares. The Registrant’s ADSs issuable upon deposit of the Ordinary Shares registered hereby have been registered under a separate registration statement on Form F-6 (File No. 333-248217). |
(2) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional Ordinary Shares of the Registrant that become issuable under the Silence Therapeutics plc 2018 Employee Long Term Incentive Plan with U.S. Sub-Plan (the “2018 Employee LTIP”) and the Silence Therapeutics plc 2018 Non-Employee Long Term Incentive Plan with U.S. Sub-Plan (the “2018 Non-Employee LTIP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction. |
(3) | Consists of (i) 4,103,058 Ordinary Shares underlying outstanding option awards granted under the 2018 Employee LTIP, (ii) 510,000 Ordinary Shares underlying outstanding option awards granted under the 2018 Non-Employee LTIP, (iii) an aggregate of 4,086,942 Ordinary Shares reserved for future issuance under the 2018 Employee LTIP and 2018 Non-Employee LTIP and (iv) 758,715 Ordinary Shares reserved for issuance upon the exercise of options outstanding under individual share option contracts. The number of Ordinary Shares reserved for issuance under the 2018 Employee LTIP and 2018 Non-Employee LTIP will automatically increase on January 1st of each year, commencing on January 1, 2021 and ending on (and including) January 1, 2028, by an amount equal to the lesser of (i) 5% of the total number of the Registrant’s Ordinary Shares outstanding on December 31st of the preceding calendar year or (ii) such fewer number of Ordinary Shares as the Registrant’s board of directors may designate prior to the applicable December 31st date. |
(4) | Estimated in accordance with Rule 457(c) and Rule 457(h) of the Securities Act solely for purposes of calculating the registration fee, and is based upon (a) a weighted average exercise price of ₤1.39 per share, which is equivalent to a price of $1.84 per share based on the noon buying rate of the Federal Reserve Bank of New York on September 4, 2020, for outstanding options to purchase an aggregate of 4,613,058 Ordinary Shares granted under the 2018 Employee LTIP and 2018 Non-Employee LTIP, (b) a weighted average exercise price of ₤0.59 per share, which is equivalent to a price of $0.78 per share based on the noon buying rate of the Federal Reserve Bank of New York on September 4, 2020, for options outstanding to purchase an aggregate of 758,715 Ordinary Shares under individual share option contracts and (c) $6.67, which was one-third of the average of the high and low prices of the Registrant’s ADSs as reported on the Nasdaq Capital Market on September 8, 2020. The chart below details the calculations of the registration fee. | ||||||
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Securities |
| Number of Shares |
| Offering Price |
| Aggregate | |
To be issued upon the exercise of outstanding options granted under the 2018 Employee LTIP and 2018 Non-Employee LTIP |
| 4,613,058 |
| $1.84(4)(a) |
| $8,488,026.72 | |
To be issued upon the exercise of options to be issued under the 2018 Employee LTIP and 2018 Non-Employee LTIP |
| 4,086,942 |
| $6.67(4)(b) |
| $27,259,903.14 | |
To be issued upon the exercise of options outstanding under individual share option contracts |
| 758,715 |
| $0.78(4)(b) |
| $591,797.70 | |
Proposed Maximum Aggregate Offering Price |
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| $36,339,727.56 | |
Registration Fee |
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| $4,716.90 | |
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information specified in Item 1 and Item 2 of Part I of Form S-8 is omitted from this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act. The documents containing the information specified in Item 1 and Item 2 of Part I of Form S-8 will be delivered to the participants in the plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents By Reference. |
The following documents, which have been filed with the U.S. Securities and Exchange Commission (the “Commission”) by Silence Therapeutics plc (the “Registrant”) are hereby incorporated by reference into this Registration Statement:
(a) the Registrant’s prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act on September 8, 2020, relating to the Registration Statement on Form F-1 originally filed on August 20, 2020, as amended (File No. 333-248203), which contains audited financial statements for the Registrant’s latest fiscal year for which such statements have been filed; and
(b) the descriptions of the Registrant’s American Depositary Shares and Ordinary Shares contained in the Registrant’s Registration Statement on Form 8-A filed on September 2, 2020 (File No. 001-39487) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any statement contained in this Registration Statement, in an amendment hereto or in a 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 subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement, except as to specific section of such statements as set forth therein.
Under no circumstances shall any information furnished on Form 6-K be deemed incorporated herein by reference unless such Form 6-K expressly provides to the contrary.
Item 4. | Description of Securities. |
Not applicable.
Item 5. | Interests of Named Experts and Counsel. |
Not applicable.
Item 6. | Indemnification of Directors and Officers. |
Members of the registrant’s board of directors and its officers have the benefit of the following indemnification provisions in the registrant’s articles of association:
Current and former members of the registrant’s board of directors or officers shall be:
| • | indemnified against all costs, charges, expenses, losses or liabilities which he or she may sustain or incur in or about his or her actual or purported execution or discharge of his or her duties in relation to the registrant, including any liability incurred in disputing, defending, investigating or providing evidence in connection with any actual or threatened or alleged claims, demands, investigations or proceedings, whether civil, criminal or regulatory or in connection with any application under section 661(3) or (4) or section 1157 of the Companies Act; and |
In the case of current or former members of the registrant’s board of directors, in compliance with the Companies Act, there shall be no entitlement to indemnification or funding as referred to above for (i) any liability incurred to the registrant or any associated company, (ii) the payment of a fine imposed in any criminal proceeding or a penalty imposed by a regulatory authority for non-compliance with any requirement of a regulatory nature, (iii) the defense of any criminal proceeding if the member of the registrant’s board of directors is convicted, (iv) the defense of any civil proceeding brought by the registrant or an associated company in which judgment is given against the director, and (v) any application for relief under the statutes of the United Kingdom and any other statutes that concern and affect the registrant as a company in which the court refuses to grant relief to the director.
In addition, members of the registrant’s board of directors and its officers who have received payment from the registrant under these indemnification provisions must repay the amount they received in accordance with the Companies Act or in any other circumstances that the registrant may prescribe or where the registrant has reserved the right to require repayment.
In addition, the registrant has entered enter into a deed of indemnity with each of its directors and officers, the forms of which were filed as Exhibit 10.7 to the registrant’s registration statement on Form F-1, as amended (File No. 333-248203), pursuant to which the registrant has agreed to indemnify its directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer. In addition to such indemnification, the registrant provides its directors and officers with directors’ and officers’ liability insurance.
Item 7. | Exemption From Registration Claimed. |
Not applicable.
Item 8. | Exhibits. |
Exhibit Number |
| Description of Exhibit | Incorporated by Reference | Filed Herewith | |||
Form | File No. | Exhibit | Filing Date | ||||
4.1 |
| Amended and restated articles of association of Silence Therapeutics plc | S-1 | 333-248203 | 3.1 | 8/20/2020 |
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4.2 |
| S-1 | 333-248203 | 4.1 | 8/20/2020 |
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4.3 |
| Form of American Depositary Receipt (included in exhibit 4.1) | S-1 | 333-248203 | 4.2 | 8/20/2020 |
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5.1 |
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23.1 |
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23.2 |
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24.1 |
| Power of Attorney (included on signature page to this registration statement) |
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99.1 |
| S-1 | 333-248203 | 10.1 | 8/20/2020 |
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99.2 |
| Silence Therapeutics plc 2018 Non-Employee Long-Term Incentive Plan | S-1 | 333-248203 | 10.2 | 8/20/2020 |
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99.3 |
| Employee U.S. Sub-Plan under the 2018 Employee Long-Term Incentive Plan | S-1 | 333-248203 | 10.3 | 8/20/2020 |
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99.4 |
| Non-Employee U.S. Sub-Plan under the 2018 Non-Employee Long-Term Incentive Plan | S-1 | 333-248203 | 10.4 | 8/20/2020 |
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(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment 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; and
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement 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.
(c) 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 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.
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 London, United Kingdom, on the 9th day of September, 2020.
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SILENCE THERAPEUTICS PLC | ||
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By: |
| /s/ Iain Ross |
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| Iain Ross |
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| Executive Chairman |
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Iain Ross and Rob Quinn, Ph.D., and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign 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 and necessary to be done in connection therewith, as fully 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 substitutes or substitute, 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 and on the dates indicated.
Signature |
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| Date |
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/s/ Iain Ross Iain Ross |
| Executive Chairman (Principal Executive Officer) |
| September 9, 2020 |
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/s/ Rob Quinn, Ph.D. Rob Quinn, Ph.D. |
| Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
| September 9, 2020 |
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/s/ Giles Campion, M.D. Giles Campion, M D. |
| Head of R&D, Chief Medical Officer and Executive Director |
| September 9, 2020 |
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/s/ James Ede-Golightly James Ede-Golightly |
| Director |
| September 9, 2020 |
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/s/ Alistair Gray Alistair Gray |
| Director |
| September 9, 2020 |
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/s/ David Lemus David Lemus |
| Director |
| September 9, 2020 |
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/s/ Steven Romano, M.D. Steven Romano, M.D. |
| Director |
| September 9, 2020 |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the registrant has signed this registration statement or amendment thereto on September 9, 2020.
SILENCE THERAPEUTICS INC.
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By: |
| /s/ David Lemus |
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Name: |
| David Lemus |
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Title: |
| Chairman |
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Authorized Representative in the United States