S-8 1 tm2231029d1_s8.htm FORM S-8

 

As filed with the Securities and Exchange Commission on November 28, 2022

Registration No. 333-               

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

 

UNDER

THE SECURITIES ACT OF 1933

 

Twist Bioscience Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   46-2058888
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer
Identification No.)

 

Twist Bioscience Corporation

681 Gateway Boulevard

South San Francisco, CA 94080

(Address of Principal Executive Offices) (Zip Code)

 

2018 Equity Incentive Plan

2018 Employee Stock Purchase Plan

(Full title of the plans)

 

Emily M. Leproust, Ph.D.

Chief Executive Officer

Twist Bioscience Corporation

681 Gateway Boulevard

South San Francisco, CA 94080

(800) 719-0671

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Please send copies of all communications to:

 

John Bautista, Esq.
Niki Fang, Esq.

Jason Flaherty, Esq.

Orrick, Herrington & Sutcliffe LLP
405 Howard Street
San Francisco, CA 94105
(415) 773-5700
  William E. Solis, Esq.
Senior Director, Corporate Counsel

Twist Bioscience Corporation
681 Gateway Boulevard
South San Francisco, CA 94080
(800) 719-0671

 

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   x   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.

 

 

 

 

 

 

REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

 

Pursuant to General Instruction E of Form S-8, Twist Bioscience Corporation (the “Registrant”) is filing this Registration Statement with the Securities and Exchange Commission (the “Commission”) to register 1,999,800 additional shares of common stock under the 2018 Equity Incentive Plan and 498,940 additional shares of common stock under the 2018 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 statements on Form S-8 filed with the Commission on November 1, 2018 (Registration No. 333-228123), November 26, 2018 (Registration No. 333-228547), February 11, 2020 (Registration No. 333-236373) and August 9, 2021 (Registration No. 333-258639).

 

Item 8.   Exhibits.

 

The following exhibits are filed herewith:

 

    Incorporated by Reference
Exhibit
Number
Exhibit Description Form File No. Exhibit Filing Date Filed
Herewith
             
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.         X
             
23.1 Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).         X
             
23.2 Consent of Ernst & Young LLP.         X
             
23.3 Consent of PricewaterhouseCoopers LLP.         X
             
24.1 Power of Attorney (included on the signature page of this Registration Statement).         X
             
99.1 2018 Equity Incentive Plan, and forms of agreement thereunder. S-1/A 333-227672 10.2 10/17/2018  
             
99.2 2018 Employee Stock Purchase Plan, and form of subscription agreement. S-1/A 333-227672 10.3 10/17/2018  
             
107 Filing Fee Table         X

 

 

 

 

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 South San Francisco, State of California, on November 28, 2022.

 

  TWIST BIOSCIENCE CORPORATION
   
  /s/ Emily M. Leproust
  Emily M. Leproust
  Chief Executive Officer

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Emily M. Leproust, James M. Thorburn and Dennis Cho, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the 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 his or her substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated:

 

Name Title Date
     
/s/ Emily M. Leproust Chief Executive Officer and Chair of the Board of Directors November 28, 2022
Emily M. Leproust (principal executive officer)  
     
/s/ James M. Thorburn Chief Financial Officer November 28, 2022
James M. Thorburn (principal financial officer)  
     
/s/ Kevin B. Yankton Chief Accounting Officer November 28, 2022
Kevin B. Yankton (principal accounting officer)  
     
/s/ William Banyai Director November 28, 2022
William Banyai    
     
/s/ Nicolas Barthelemy Director November 28, 2022
Nicolas Barthelemy    
     
/s/ Nelson C. Chan Director November 28, 2022
Nelson C. Chan    
     
/s/ Robert Chess Director November 28, 2022
Robert Chess    
     
/s/ Keith Crandell Director November 28, 2022
Keith Crandell    
     
/s/ Jan Johannessen Director November 28, 2022
Jan Johannessen    
     
/s/ Xiaoying Mai Director November 28, 2022
Xiaoying Mai    
     
/s/ Robert Ragusa Director November 28, 2022
Robert Ragusa    
     
/s/ Melissa A. Starovasnik Director November 28, 2022
Melissa A. Starovasnik