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Section 1: S-8 (S-8)

Document

As filed with the Securities and Exchange Commission on March 13, 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
 
 
 
 
 
Miragen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
47-1187261
(State or other jurisdiction of
Incorporation or organization)
 
(I.R.S. Employer
Identification No.)
6200 Lookout Road
Boulder, CO 80301
(Address of principal executive offices) (Zip code)
Miragen Therapeutics, Inc. 2016 Equity Incentive Plan
Miragen Therapeutics, Inc. 2016 Employee Stock Purchase Plan
(Full title of the plan)
William S. Marshall, Ph.D.
President and Chief Executive Officer
6200 Lookout Road
Boulder, CO 80301
(303) 531-5952
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
 
 
 
 
 
Copies to:
Brent D. Fassett
Cooley LLP
380 Interlocken Crescent, Suite 900
Broomfield, CO 80021
(720) 566-4000
 
 
 
 
 
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
 
x
Non-accelerated filer
 
¨
 
Smaller reporting company
 
x
 
 
 
 
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 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
(2)
 
Amount of
Registration Fee
Common Stock, par value $0.01 per share
 
 
 
 
 
 
 
 
 
– Shares reserved for future grant under the 2016 Equity Incentive Plan
 
1,394,475

(3
)
 
$0.71
 
$990,077.25
 
$128.52
– Shares reserved for future grant under the 2016 Employee Stock Purchase Plan
 
348,618

(4
)
 
$0.71
 
$247,518.78
 
$32.13
Total
 
1,743,093

 
 
N/A
 
$1,237,596.03
 
$160.65
 
(1)
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Registrant’s common stock, par value $0.01 per share (“Common Stock”), that become issuable under the Registrant’s 2016 Equity Incentive Plan (the “2016 Plan”) or 2016 Employee Stock Purchase Plan (the “2016 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction that results in an increase in the number of outstanding shares of Registrant’s Common Stock.
(2)
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Common Stock as reported on The Nasdaq Capital Market on March 9, 2020.
(3)
Represents an automatic increase to the number of shares of Common Stock available for issuance under the 2016 Plan effective January 1, 2020. Shares available for issuance under the 2016 Plan were previously registered on a registration statement on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2017 (Registration No. 333-216112).
(4)
Represents an automatic increase to the number of shares of Common Stock available for issuance under the 2016 ESPP effective January 1, 2020. Shares available for issuance under the 2016 ESPP were previously registered on a registration statement on Form S-8 filed with the SEC on February 17, 2017 (Registration No. 333-216112).





REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION
Pursuant to General Instruction E of Form S-8, Miragen Therapeutics, Inc., a Delaware corporation (the “Registrant”), is filing this Registration Statement with the Securities and Exchange Commission (the “SEC”) to register 1,394,475 additional shares of the Registrant’s common stock, par value $0.01 per share (“Common Stock”) under the Registrant’s 2016 Equity Incentive Plan and 348,618 additional shares of Common Stock under the Registrant’s 2016 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans. This Registration Statement hereby incorporates by reference the contents of the Registrant’s Registration Statement on Form S-8 filed with the SEC on February  17, 2017 (Registration No. 333-216112).
ITEM 8.
EXHIBITS.
 
 
 
 
 
 
 
 
 
 
 
Exhibit
No.
 
Exhibit Description
 
Schedule
/ Form
 
File Number
 
Exhibit
 
Filing Date
 
 
 
 
 
 
4.1
 
 
10-Q
 
001-36483
 
3.1
 
August 14, 2014
 
 
 
 
 
 
4.2
 
 
S-4
 
333-214893
 
3.3
 
December 2, 2016
 
 
 
 
 
 
4.3
 
 
8-K
 
001-36483
 
3.1
 
February 13, 2017
 
 
 
 
 
 
4.4
 
 
8-K
 
001-36483
 
3.2
 
February 13, 2017
 
 
 
 
 
 
4.5
 
 
8-K
 
001-36483
 
3.4
 
February 13, 2017
 
 
 
 
 
 
4.6
 
 
10-Q
 
001-36483
 
3.1
 
August 15, 2016
 
 
 
 
 
 
4.7
 
 
8-K
 
001-36483
 
3.3
 
February 13, 2017
 
 
 
 
 
 
4.8
 
 
S-1
 
333-194668
 
4.1
 
March 19, 2014
 
 
 
 
 
 
5.1*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23.1*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
23.2*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
24.1*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
99.1
 
 
S-4
 
333-214893
 
10.37
 
December 2, 2016
 
 
 
 
 
 
99.2
 
 
S-4
 
333-214893
 
10.38
 
December 2, 2016
 
 
 
 
 
 
99.3
 
 
S-4
 
333-214893
 
10.39
 
December 2, 2016
*
Filed herewith

1.


SIGNATURES

The Registrant. 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 Boulder, State of Colorado, on March 13, 2020.
 
MIRAGEN THERAPEUTICS, INC.
 
/s/ Jason A. Leverone
Jason A. Leverone
Chief Financial Officer, Treasurer and Secretary


2.


POWER OF ATTORNEY
Know All Persons By These Presents, that each person whose signature appears below constitutes and appoints William S. Marshall and Jason A. Leverone, and each or any one of them, as his or her true and lawful attorney-in-fact and agent, each with full power of substitution and resubstitution, for him or her and in his or her 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 sign any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective amendments thereto, 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 or she 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 or her substitutes or substitute, 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.
Signature
 
Title
 
Date
 
 
 
 
 
/s/ William S. Marshall
 
President, Chief Executive Officer, and Director
 
March 13, 2020
William S. Marshall, Ph.D.
 
(Principal Executive Officer)
 
 
 
 
 
 
 
/s/ Jason A. Leverone
 
Chief Financial Officer, Treasurer, and Secretary
 
March 13, 2020
Jason A. Leverone
 
(Principal Financial Officer; Principal Accounting Officer)
 
 
 
 
 
 
 
/s/ Jeffrey S. Hatfield
 
Chairman of the Board
 
March 13, 2020
Jeffrey S. Hatfield
 
 
 
 
 
 
 
 
 
/s/ Christopher Bowden
 
Director
 
March 13, 2020
Christopher Bowden, M.D.
 
 
 
 
 
 
 
 
 
/s/ Thomas E. Hughes
 
Director
 
March 13, 2020
Thomas E. Hughes, Ph.D.
 
 
 
 
 
 
 
 
 
/s/ Kevin Koch
 
Director
 
March 13, 2020
Kevin Koch, Ph.D.
 
 
 
 
 
 
 
 
 
/s/ Arlene M. Morris
 
Director
 
March 13, 2020
Arlene M. Morris
 
 
 
 
 
 
 
 
 
/s/ Joseph L. Turner
 
Director
 
March 13, 2020
Joseph L. Turner
 
 
 
 
 
 
 
 
 


3.
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Section 2: EX-5.1 (EXHIBIT 5.1)

Exhibit

Exhibit 5.1


403291652_fy2017s8miragenimage2.gif


Brent D. Fassett
+1 720 566 4025
[email protected]
March 13, 2020
Miragen Therapeutics, Inc.
6200 Lookout Road
Boulder, Colorado 80301
Re:    Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Miragen Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the filing of a registration statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission covering the offering of up to 1,743,093 shares of common stock, par value $0.01 per share (“Common Stock”), consisting of (i) 1,394,475 shares of Common Stock (the “2016 EIP Shares”) issuable pursuant to the Company’s 2016 Equity Incentive Plan (the “2016 EIP”), and (ii) 348,618 shares of Common Stock (the “ESPP Shares”, together with the 2016 EIP Shares, the “Shares”) issuable pursuant to the Company’s 2016 Employee Stock Purchase Plan (together with the 2016 EIP, the “Plans”).
In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related Prospectuses, (b) the Company’s Certificate of Incorporation and Amended and Restated Bylaws, each as amended and currently in effect, (c) the Plans and (d) originals or copies certified to our satisfaction of such other records, documents, certificates, memoranda, and other instruments as we deem necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where due authorization, execution and delivery are a prerequisite to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.
Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.
On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and related Prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

Cooley LLP 380 Interlocken Crescent Suite 900 Broomfield, CO 80021-8023
t: (720) 566-4000 f: (720) 566-4099 cooley.com




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Page Two
We consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
Cooley LLP

By:
 
/s/ Brent D. Fassett
 
 
       Brent D. Fassett


Cooley LLP 380 Interlocken Crescent Suite 900 Broomfield, CO 80021-8023
t: (720) 566-4000 f: (720) 566-4099 cooley.com


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Section 3: EX-23.2 (EXHIBIT 23.2)

Exhibit

Exhibit 23.2


Consent of Independent Registered Public Accounting Firm
The Board of Directors
Miragen Therapeutics, Inc.:
We consent to the use of our report dated March 12, 2020, with respect to the consolidated balance sheets of Miragen Therapeutics, Inc. as of December 31, 2019 and 2018, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes, and the effectiveness of internal control over financial reporting as of December 31, 2019, incorporated herein by reference.

Our report on the consolidated financial statements includes an explanatory paragraph related to a change in the method of accounting for revenue as of January 1, 2019 due to the adoption of ASC Topic 606, Revenue from Contracts with Customers.
/s/ KPMG LLP
Boulder, Colorado
March 12, 2020



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