SEC Form S-8 filed by bluebird bio Inc.
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Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
As filed with the Securities and Exchange Commission on November 14, 2024
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________
bluebird bio, Inc.
(Exact Name of Registrant as Specified in its Charter)
________________________________________
| Delaware | 13-3680878 | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
455 Grand Union Boulevard
Somerville, Massachusetts 02145
(339) 499-9300
(Address of Principal Executive Offices)
bluebird bio, Inc. 2023 Incentive Award Plan, as amended and restated
(Full Title of the Plan)
________________________________________
Andrew Obenshain
President and Chief Executive Officer
bluebird bio, Inc.
455 Grand Union Boulevard
Somerville, Massachusetts 02145
(339) 499-9300
(Name and Address of Agent For Service) (Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Peter N. Handrinos, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
(617) 948-6000
________________________________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “small 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 provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
EXPLANATORY NOTE
On November 6, 2024, the stockholders of bluebird bio, Inc. (the “Company” or the “Registrant”) approved an amendment and restatement of the Company’s 2023 Incentive Award Plan (the “2023 Plan”), which, among other things, increased the aggregate number of shares authorized for issuance under the 2023 Plan by 15,000,000 shares to 20,200,000 shares. This Registration Statement on Form S-8 is being filed for the purpose of registering the additional 15,000,000 shares of the Registrant’s common stock to be issued pursuant to the 2023 Plan and for which a registration statement filed on Form S-8 by the Registrant is effective.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8
The information contained in the Registrant’s registration statement on Form S-8 (SEC File No. 333-272714) relating to the 2023 Incentive Award Plan is hereby incorporated by reference.
Item 8. | Exhibits. | ||||
| Exhibit No. | Description | |||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.2 | ||||||||
| 5.1* | Opinion of Latham & Watkins LLP, counsel to the Registrant | |||||||
| 23.1* | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |||||||
| 23.2* | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |||||||
| 24.1* | ||||||||
| 99.1 | ||||||||
| 107.1* | ||||||||
__________
*Filed herewith.
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 Somerville, Commonwealth of Massachusetts, on this 14th day of November, 2024.
| bluebird bio, Inc. | ||||||||
| By: | /s/ Andrew Obenshain | |||||||
| Andrew Obenshain | ||||||||
| President and Chief Executive Officer | ||||||||
SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers and directors of bluebird bio, Inc., hereby severally constitute and appoint Andrew Obenshain and O. James Sterling, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for them and in their name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below 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 or necessary to be done in and about the premises, as full to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their 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.
| SIGNATURE | TITLE | DATE | ||||||||||||
| /s/ Andrew Obenshain | President, Chief Executive Officer, Director | November 14, 2024 | ||||||||||||
| Andrew Obenshain | (Principal Executive Officer) | |||||||||||||
| /s/ O. James Sterling | Chief Financial Officer | November 14, 2024 | ||||||||||||
| O. James Sterling | (Principal Financial Officer and Principal Accounting Officer) | |||||||||||||
| /s/ Mark Vachon | Director | November 14, 2024 | ||||||||||||
| Mark Vachon | ||||||||||||||
| /s/ John O. Agwunobi, M.D. | Director | November 14, 2024 | ||||||||||||
| John O. Agwunobi, M.D. | ||||||||||||||
| /s/ Michael Cloonan | Director | November 14, 2024 | ||||||||||||
| Michael Cloonan | ||||||||||||||
| /s/ Charlotte Jones-Burton, M.D. | Director | November 14, 2024 | ||||||||||||
| Charlotte Jones-Burton, M.D. | ||||||||||||||
| /s/ Elisabeth Leiderman, M.D. | Director | November 14, 2024 | ||||||||||||
| Elisabeth Leiderman, M.D. | ||||||||||||||
| /s/ Nick Leschly | Director | November 14, 2024 | ||||||||||||
| Nick Leschly | ||||||||||||||
| /s/ Richard Paulson | Director | November 14, 2024 | ||||||||||||
| Richard Paulson | ||||||||||||||
| /s/ Najoh Tita-Reid | Director | November 14, 2024 | ||||||||||||
| Najoh Tita-Reid | ||||||||||||||