As filed with the Securities and Exchange Commission on March 3, 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

 

 

MAGENTA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		81-0724163
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
100 Technology Square Cambridge, Massachusetts		02139
(Address of Principal Executive Offices)		(Zip Code)

MAGENTA THERAPEUTICS, INC. 2018 STOCK OPTION AND INCENTIVE PLAN

(Full title of the plan)

Jason Gardner

President and Chief Executive Officer

Magenta Therapeutics, Inc.

100 Technology Square

Cambridge, Massachusetts 02139

(Name and address of agent for service)

(857) 242-0170

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

Copies to:

Mitchell S. Bloom, Esq.

William D. Collins, 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, 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.

 

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 pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities to be Registered		Amount to be Registered(1)		Proposed Maximum Offering Price per Share(2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, $0.001 par value per share		1,570,421 shares(3)		$11.26		$17,682,940.46		$2,295.25

(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 which become issuable under the Magenta Therapeutics, Inc. 2018 Stock Option and Incentive Plan (the “Plan”) 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 the Registrant’s outstanding shares of common stock.

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s common stock, as quoted on the Nasdaq Global Market, on February 28, 2020.

(3)

Represents an automatic increase of 1,570,421 shares of Common Stock to the number of shares available for issuance under the Plan, effective January 1, 2020. Shares available for issuance under the Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission on June 22, 2018 (Registration No. 333-225838) and March 19, 2019 (Registration No. 333-230387).

 

 

 

EXPLANATORY NOTE

This Registration Statement on Form S-8 registers 1,570,421 additional shares of Common Stock under the Magenta Therapeutics, Inc. 2018 Stock Option and Incentive Plan (the “Plan”). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, beginning in 2019, by an amount equal to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the Plan). Accordingly, on January 1, 2020, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 1,570,421. The additional shares are of the same class as other securities relating to the Plan for which the Registrant’s registration statement filed on Form S-8 (Registration No. 333-225838) on June 22, 2018, is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-225838) is hereby incorporated by reference pursuant to General Instruction E.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

Item 8.

Exhibits.

 

Exhibit No.		Description
4.1		Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38541) filed with the Securities and Exchange Commission on June 25, 2018).
4.2		Amended and Restated By-laws of the Registrant (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-38541) filed with the Securities and Exchange Commission on June 25, 2018).
4.3		Specimen Common Stock Certificate of the Registrant (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-225178) filed with the Securities and Exchange Commission on June 8, 2018).
4.4		Second Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders dated April 2, 2018 (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-225178) filed with the Securities and Exchange Commission on May 24, 2018).
5.1*		Opinion of Goodwin Procter LLP.
23.1*		Consent of KPMG LLP, independent registered public accounting firm.
23.2*		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included on signature page).
99.1		2018 Stock Option and Incentive Plan and forms of option agreements thereunder (Incorporated by reference to Exhibit  10.2 to the Registrant’s Registration Statement on Form S-1/A (File No.  333-225178) filed with the Securities and Exchange Commission on June 8, 2018).

 

*	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 March 3, 2020.

 

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason Gardner and Jason Ryan, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for such person in such person’s, place and stead, in any and all capacities, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 of Magenta Therapeutics, Inc., and any or all amendments (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 or necessary to be done in connection therewith 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 said attorneys-in-fact and agents or any of them, or substitutes of any of them, 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 on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/  Jason Gardner		President, Chief Executive Officer and Director (Principal Executive Officer)		March 3, 2020
Jason Gardner, D.Phil.
/s/  Jason Ryan		Chief Operating and Financial Officer (Principal Financial and Accounting Officer)		March 3, 2020
Jason Ryan
/s/  Jeffrey Albers		Director		March 3, 2020
Jeffrey Albers
/s/  Michael W. Bonney		Director		March 3, 2020
Michael W. Bonney
/s/  Bruce Booth		Director		March 3, 2020
Bruce Booth, D.Phil.
/s/  Alexis A. Borisy		Director		March 3, 2020
Alexis A. Borisy
/s/  Blake Byers		Director		March 3, 2020
Blake Byers, Ph.D.
/s/  Thomas O. Daniel		Director		March 3, 2020
Thomas O. Daniel, M.D.
/s/  Anne McGeorge		Director		March 3, 2020
Anne McGeorge
/s/  Amy L. Ronneberg		Director		March 3, 2020
Amy L. Ronneberg
/s/  David T. Scadden		Director		March 3, 2020
David T. Scadden, M.D.