Securities Registration: Employee Benefit Plan (s-8)
December 21 2022 - 5:27PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on December 21, 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
IMV INC.
(Exact name of Registrant as specified in its charter) |
Canada
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. Employer
Identification No.) |
130 Eileen Stubbs Avenue, Suite 19
Dartmouth, Nova Scotia, Canada
(Address of Principal Executive Offices) |
B3B 2C4
(Zip Code) |
IMV Inc. Amended Deferred Share Unit Plan
(Full title of the plan)
C T Corporation System
28 Liberty Street
New York, NY 10005
(Name and address of agent for service)
(212) 894-8940
(Telephone number, including area code, of agent
for service)
Copies to:
Brittany Davison
IMV Inc.
130 Eileen Stubbs Avenue, Suite 19
Dartmouth, Nova Scotia B3B 2C4
Canada
Telephone: (902) 492-1819 |
Thomas M. Rose
Troutman Pepper Hamilton Sanders LLP
401 9th Street, NW, Suite 1000
Washington, DC 20004
United States
Telephone: (757) 687-7715 |
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 Securities Exchange Act of 1934, as amended.
Large accelerated filer ¨ |
Accelerated filer x |
Non-accelerated filer ¨ |
Smaller reporting company ¨ |
|
Emerging growth company x |
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 of 1933, as amended. ¨
INCORPORATION
BY REFERENCE OF CONTENTS OF
REGISTRATION
STATEMENT ON FORM S-8
This Registration Statement on Form S-8 is being
filed by IMV Inc. (the “Registrant”) for the purpose of registering an additional 103,125 common shares, no par value,
of the Registrant issuable pursuant to the Amended Deferred Share Unit Plan (effective December 21, 2016, as amended) (the “DSU
Plan”). These additional common shares are securities of the same class as other securities for which a Registration Statement
on Form S-8 of the Registrant relating to the same employee benefit plan is effective. The Registrant previously registered common shares
for issuance under the DSU Plan under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”)
on June 1, 2018 (File No. 333-225363), as amended by Post-Effective Amendment No. 1 filed with the Commission on July 7, 2020, and a Registration
Statement on Form S-8 filed with the Commission on June 30, 2020 (File No. 333-239550) (together, the “Original Registration
Statements”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference
the contents of the Original Registration Statements.
The number of common shares
being registered is on a post-reverse split (consolidation) basis, following the Registrant’s 10:1 reverse share split, which became
effective on December 7, 2022. On December 7, 2022, the Registrant filed articles of amendment to give effect to a reverse split of its
common shares on the basis of one post-reverse split common share for each ten pre-reverse split common shares. The post-reverse split
common shares began trading on the Toronto Stock Exchange and the Nasdaq Stock Market on December 13, 2022. The Registrant’s DSU
Plan provides that, in the case of a change in the Registrant’s outstanding shares by reason of a reverse split (consolidation),
the Board will make an adjustment to the number of DSUs credited to each DSU Plan participant’s account.
Part II — Information Required in the
Registration Statement
EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements
of the Securities Act, 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 Dartmouth, Province of Nova Scotia, Canada, on December 21, 2022.
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IMV Inc. |
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By: |
/s/ Brittany Davison |
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Name: |
Brittany Davison |
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Title: |
Chief Accounting Officer |
POWERS OF ATTORNEY
AND
SIGNATURES
Each person whose signature
appears below constitutes and appoints Andrew Hall and Brittany Davison, or either of them, as his or her true and lawful attorneys-in-fact
and agents, each of whom may act alone, with full powers 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 or all amendments to this registration statement, including post-effective amendments
to this registration statement, registration statements filed pursuant to Rule 429 under the Securities Act, and any related registration
statements necessary to register additional securities, and to file the same, with all exhibits thereto, and other documents and 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 and about the premises, as fully to all intents and purposes as he
or she might or could do in person, and hereby ratifies and confirms all his or her said attorneys-in-fact and agents or any of them or
his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may
be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated on December 21,
2022.
Signature |
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Title |
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/s/ Andrew Hall |
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Chief Executive Officer and Director |
Andrew Hall |
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(principal executive officer) |
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/s/ Brittany Davison |
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Chief Accounting Officer |
Brittany Davison |
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(principal financial and accounting officer) |
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/s/ Michael P. Bailey |
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Chair of the Board |
Michael P. Bailey |
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/s/ Julia P. Gregory |
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Director |
Julia P. Gregory |
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/s/ Michael Kalos |
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Director |
Michael Kalos |
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/s/ Kyle Kyvalanka |
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Director |
Kyle Kuvalanka |
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/s/ Saman Maleki |
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Director |
Saman Maleki |
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/s/ Shermaine Tilley |
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Director |
Shermaine Tilley |
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/s/ Markus Warmuth |
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Director |
Markus Warmuth |
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of Section 6(a) of the Securities Act of 1933, as amended, the undersigned has signed this registration statement, solely in the capacity
of the duly authorized representative of IMV Inc. in the United States, on December 21, 2022.
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PUGLISI & ASSOCIATES |
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
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Title: |
Managing Director |
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