Post-effective Amendment to an S-8 Filing (s-8 Pos)

As filed with the Securities and Exchange Commission on June 3, 2022

Registration No. 333-263699

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1 TO:

FORM S-8 REGISTRATION STATEMENT NO. 333-263699

UNDER

THE SECURITIES ACT OF 1933

_______________________________________

GENOCEA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

_______________________________________

Delaware						51-0596811
(State or other jurisdiction of incorporation or organization)						(I.RS. Employer Identification No.)

100 Acorn Park Drive, Cambridge, MA 02140

[phone]

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________________________

Amended and Restated 2014 Equity Incentive Plan

(Full title of the plan)

Genocea Biosciences, Inc.

100 Acorn Park Drive, 5th Floor

Cambridge, MA 02140

(Name and address of agent for service)

[phone]

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

_______________________________________

Please send copies of all communications to:

Marc A. Rubenstein

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

[phone]

_______________________________________

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 a 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 Securities Act.    ☐

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DEREGISTRATION OF SHARES

This Post-Effective Amendment (this “Amendment”) relates to the following Registration Statement on Form S-8 (the “Registration Statement”) filed by Genocea Biosciences, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”):

•Registration Statement No. 333-263699, filed on March 18, 2022, relating to the Genocea Biosciences, Inc. Amended and Restated 2014 Equity Incentive Plan.

The purpose of this Amendment is to deregister all remaining securities available for issuance under the Registration Statement. In accordance with the undertakings made by the Company in the Registration Statement to remove from registration by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering, the Company hereby removes and withdraws from registration any and all securities registered pursuant to the Registration Statement that remain unsold as of the date hereof.

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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 Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Cambridge, Massachusetts, on the 3rd day of June 2022. No other person is required to sign this Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.

						GENOCEA BIOSCIENCES, INC.
						By:			/s/ Diantha Duvall
									Diantha Duvall
									Chief Financial Officer