As filed with the Securities and Exchange Commission on February 5, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Sevion Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 84-1368850 |
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification No.)
|
4045 Sorrento Valley Boulevard, San Diego, CA 92121
(858) 909-0749
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Amended and Restated 2008 Incentive Compensation Plan
(Full title of the Plan)
David Rector, President and Chief Executive
Officer
4045 Sorrento Valley Boulevard, San Diego, CA 92121
(858) 909-0749
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all communications, including all communications sent to the agent for service, should be sent to:
Emilio Ragosa, Esq.
Morgan, Lewis & Bockius LLP
502 Carnegie Center
Princeton, New Jersey 08540
(609) 919-6600
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 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered(1)(2) | Proposed Maximum Offering Price Per Share(3) | Proposed Maximum Aggregate Offering Price(3) | Amount of Registration Fee(4) | ||||||||||
| Common Stock, $0.01 par value per share | 4,071,992 shares | $ | 0.57 | $ | 2,321,036 | $ | 270 | |||||||
| (1) | On December 15, 2014, an additional 3,086,862 shares of common stock became available for issuance under the Sevion Therapeutics, Inc. 2008 Incentive Compensation Plan, as amended and restated in accordance with the provisions of the plan. Additionally, on January 1, 2015, an additional 985,130 shares of common stock became available for issuance under the Sevion Therapeutics, Inc. 2008 Incentive Compensation Plan, as amended and restated in accordance with the provisions of the plan. |
| (2) | Pursuant to Rule 416 of the Securities Act of 1933, as amended, this registration statement shall also cover any additional shares of common stock which become issuable under the Sevion Therapeutics, Inc. 2008 Incentive Compensation Plan, as amended and restated, by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding Common Stock as a class without the Company’s receipt of consideration, or should the value of outstanding shares of Common Stock be substantially reduced as a result of a spin-off transaction or an extraordinary dividend or distribution, or should there occur any merger, consolidation or other reorganization. |
| (3) | Estimated solely for the purposes of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the reported high and low sales prices per share of the common stock of Sevion Therapeutics, Inc. on January 29, 2015, as reported by the OTCQB. Pursuant to Rule 457(h)(2) of the Securities Act of 1933, as amended, no separate registration fee is required with respect to the plan interests. |
| (4) | The filing fee, calculated in accordance with Exchange Act Rule 0-11, is equal to $116.20 per million dollars of the proposed maximum aggregate offering price. |
| 1 |
PART I
Information Required in the Section 10(a) Prospectus
As permitted by the rules of the Securities and Exchange Commission, referred to herein as the Commission, under the Securities Act of 1933, as amended, this Registration Statement on Form S-8 (the “Registration Statement”) omits the information specified in Part I of Form S-8.
PART II
Information Required in the Registration Statement
This Registration Statement relates to the registration of an additional 4,071,992 shares (the “Shares”) of the common stock, par value $0.01 per share, of Sevion Therapeutics, Inc. (the “Registrant”). The Shares are securities of the same class and relate to the same employee benefit plan, the 2008 Incentive Compensation Plan (As Amended and Restated December 15, 2014), as those registered pursuant to the Registrant’s registration statements on Form S-8, previously filed with the Securities and Exchange Commission on October 28, 2011, January 4, 2012, March 8, 2013 and May 5, 2014. In accordance with General Instruction E of Form S-8, the contents of the Registrant’s registration statements on Form S-8 (File Nos. 333-177586, 333-178881, 333-187133 and 333-195688) filed with the Securities and Exchange Commission on October 28, 2011, January 4, 2012, March 8, 2013 and May 5, 2014, respectively, are incorporated herein by reference and the information required by Part II is omitted, except as supplemented by the information set forth below.
Item 8. Exhibits
| Exhibit Number | Exhibit | |
| 5.1* | Opinion and consent of Morgan, Lewis & Bockius LLP, counsel to Registrant. | |
| 23.1* | Consent of McGladrey LLP. | |
| 23.2* | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1). | |
| 24* | Power of Attorney (included on the signature pages of this Registration Statement). | |
| 99.1* | 2008 Incentive Compensation Plan, as amended and restated. | |
| * Filed herewith | ||
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 San Diego, State of California, on February 5, 2015.
| SEVION THERAPEUTICS, INC. | ||
| By: | /s/ David Rector | |
| David Rector | ||
| President and Chief Executive Officer | ||
| 3 |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David Rector and Joel Brooks, jointly and severally, his true and lawful attorneys-in-fact and agents, each 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 to this Registration Statement, and to file the same, with 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 fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, 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, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ David Rector | President, Chief Executive Officer and Director | February 5, 2015 | ||
| David Rector | (Principal Executive Officer) | |||
| /s/ Joel Brooks | Chief Financial Officer, Secretary and Treasurer | February 5, 2015 | ||
| Joel Brooks | (Principal Financial and Accounting Officer) | |||
| /s/ Harlan W. Waksal | Chairman of the Board and Director | February 5, 2015 | ||
| Harlan W. Waksal, M.D. | ||||
| /s/ John N. Braca | Director | February 5, 2015 | ||
| John N. Braca | ||||
| /s/ Phillip Frost, M.D. | Director | February 5, 2015 | ||
| Phillip Frost, M.D. | ||||
| /s/ Steven Rubin | Director | February 5, 2015 | ||
| Steven Rubin | ||||
| /s/ Vaughn Smider, M.D., Ph.D. | Chief Scientific Officer and Director | February 5, 2015 | ||
| Vaughn Smider, M.D., Ph.D. | ||||
| 4 |
EXHIBIT INDEX
| Exhibit Number | Exhibit | |
| 5.1* | Opinion and consent of Morgan, Lewis & Bockius LLP, counsel to Registrant. | |
| 23.1* | Consent of McGladrey LLP. | |
| 23.2* | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1). | |
| 24* | Power of Attorney (included on the signature pages of this Registration Statement). | |
| 99.1* | 2008 Incentive Compensation Plan, as amended and restated. | |
| * Filed herewith | ||
| 5 |