As filed with the Securities and Exchange Commission on February 26, 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

 

REGENXBIO Inc.

(Exact name of registrant as specified in its charter)

 

 

 

2015 Equity Incentive Plan

2015 Employee Stock Purchase Plan

(Full title of the plans)

Vittal K. Vasista

Chief Financial Officer

REGENXBIO Inc.

9600 Blackwell Road, Suite 210

Rockville, Maryland 20850

(Name and address of agent for service)

(240) 552-8181

(Telephone number, including area code, of agent for service)

Copies to:

 

 

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.

 

 

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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EXPLANATORY NOTE

This Registration Statement on Form S-8 (the “Registration Statement”) is filed by REGENXBIO Inc. (the “Company”) for the purpose of registering additional shares of its common stock, $0.0001 par value per share (the “Common Stock”), under the Company’s 2015 Equity Incentive Plan (the “Incentive Plan”) and the Company’s 2015 Employee Stock Purchase Plan (the “ESPP”).

The number of shares of Common Stock available for issuance under the Incentive Plan is subject to an automatic annual increase as of the first business day of the Company’s fiscal year equal to the lower of (a) 4.0% of the total number of shares of Common Stock outstanding on December 31 of the prior year or (b) a number of shares of Common Stock determined by the Company’s Board of Directors (the “Incentive Plan Provision”). Accordingly, the number of shares of Common Stock available for issuance under the Incentive Plan was increased by 1,479,696 shares effective January 2, 2020. This Registration Statement registers the 1,479,696 additional shares of Common Stock available for issuance under the Incentive Plan as a result of the Incentive Plan Provision.

The number of shares of Common Stock available for issuance under the ESPP is subject to an automatic annual increase as of the first business day of the Company’s fiscal year equal to the lower of (a) 1.0% of the total number of shares of Common Stock outstanding on the last business day of the prior fiscal year or (b) a number of shares of Common Stock determined by the Company’s Board of Directors (the “ESPP Provision”). Accordingly, the number of shares of Common Stock available for issuance under the ESPP was increased by 369,924 shares effective January 2, 2020. This Registration Statement registers the 369,924 additional shares of Common Stock available for issuance under the ESPP as a result of the ESPP Provision.

Of the 9,240,017 shares of Common Stock currently authorized by the Incentive Plan, (a) 2,952,100 shares of Common Stock were registered pursuant to the Company’s Registration Statement on Form S-8 filed on September 17, 2015 (Commission File No. 333-206984), (b) 1,052,538 shares of Common Stock were registered pursuant to the Company’s Registration Statement on Form S-8 filed on March 3, 2016 (Commission File No. 333-209899), (c) 1,059,065 shares of Common Stock were registered pursuant to the Company’s Registration Statement on Form S-8 filed on March 7, 2017 (Commission File No. 333-216508), (d) 1,251,810 shares of Common Stock were registered pursuant to the Company’s Registration Statement on Form S-8 filed on March 6, 2018 (Commission File No. 333-223466) and (e) 1,444,808 shares of Common Stock were registered pursuant to the Company’s Registration Statement on Form S-8 filed on February 27, 2019 (Commission File No. 333-229910) (collectively, the “Original Incentive Plan Registration Statements”). Of the 623,924 shares of Common Stock currently authorized by the ESPP, 254,000 shares of Common Stock were registered pursuant to the Company’s Registration Statement on Form S-8 filed on September 17, 2015 (Commission File No. 333-206984) (the “Original ESPP Registration Statement” and, together with the Original Incentive Plan Registration Statements, the “Original Registration Statements”).

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, the contents of the Original Registration Statements, including any amendments thereto or filings incorporated therein by reference are incorporated herein by reference and made part of this Registration Statement. Any items in the Original Registration Statements not expressly changed hereby shall be as set forth in the Original Registration Statements.

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PART II

Information Required in the Registration Statement

Item 3.Incorporation of Documents by Reference.

The following documents (File No. 001-37553) previously filed with the Securities and Exchange Commission (the “SEC”) are hereby incorporated by reference:

All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities registered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents, except as to specific sections of such statements as set forth therein.

Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K (or any portion thereof so furnished) prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained 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 in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

Item 8.Exhibits.

 

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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 Rockville, State of Maryland, on this 26th day of February, 2020.

 

 

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kenneth T. Mills and Patrick J. Christmas, and each of them, as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement on Form S-8 (including post-effective amendments), 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 for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, 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, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

EXHIBIT 5.1

 

[Letterhead of Covington & Burling LLP]

February 26, 2020

REGENXBIO Inc.

9600 Blackwell Road, Suite 210

Rockville, Maryland 20850

 

Ladies and Gentlemen:

We have acted as counsel to REGENXBIO Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company under the Securities Act of 1933, as amended (the “Act”), of 1,849,620 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), consisting of 1,479,696 shares of Common Stock (the “Incentive Plan Shares”) issuable under the Company’s 2015 Equity Incentive Plan (the “Incentive Plan”) and 369,924 shares of Common Stock (the “ESPP Shares,” and together with the Incentive Plan Shares, the “Shares”) issuable under the Company’s 2015 Employee Stock Purchase Plan (the “ESPP”), pursuant to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on the date hereof (such registration statement is referred to herein as the “Registration Statement”).

We have reviewed such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. We have assumed that all signatures are genuine, that all documents submitted to us as originals are authentic and that all copies of documents submitted to us conform to the originals.

We have relied as to certain matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible.

Based upon the foregoing, we are of the opinion that the Incentive Plan Shares and the ESPP Shares have been duly authorized and, when issued in accordance with the terms of the Incentive Plan and the ESPP, respectively, and any individual agreements relating to such Shares, the Shares will be validly issued, fully paid and nonassessable.

We are members of the bar of the District of Columbia. We do not express any opinion herein on any laws other than the General Corporation Law of the State of Delaware and reported judicial decisions interpreting these laws.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

 

/s/ Covington & Burling LLP

 

EXHIBIT 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of REGENXBIO Inc. of our report dated February 26, 2020 relating to the financial statements, and the effectiveness of internal control over financial reporting, which appears in REGENXBIO Inc.'s Annual Report on Form 10-K for the year ended December 31, 2019.  

/s/ PricewaterhouseCoopers LLP
McLean, Virginia
February 26, 2020