UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934

Tocagen Inc.
(Exact name of registrant as specified in its charter)

 
			
Delaware	 	26-1243872	
(State of incorporation or organization)	 	(I.R.S. Employer Identification No.)	
		
3030 Bunker Hill Street, Suite 230
San Diego, CA	 	92109	
(Address of principal executive offices)	 	(Zip Code)	
Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered	 	Name of exchange on which
each class is to be registered	
Common Stock, $0.001 par value per share	 	The NASDAQ Stock Market LLC	

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ☐
Securities Act registration statement file number to which the form relates:
333-216574
Securities to be registered pursuant to Section 12(g) of the Act:
None
 
(Title of class)

 

Item 1.	Description of Registrant’s Securities to be Registered.	
A description of the common stock, $0.001 par value per share, of Tocagen Inc., a Delaware corporation (the “Registrant”), to be registered hereunder is contained in the section entitled “Description of Capital Stock” in the prospectus included in the Registrant’s Registration Statement on Form S-1 (File No. 333-216574), initially filed with the Securities and Exchange Commission (the “Commission”) on March 9, 2017, as amended from time to time (the “Registration Statement”), and is incorporated herein by reference. Any form of prospectus subsequently filed by the Registrant with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, that constitutes part of the Registration Statement shall be deemed to be incorporated herein by reference.
 
Item 2.	Exhibits.	
Under the “Instructions as to Exhibits” with respect to Form 8-A, no exhibits are required to be filed with this registration statement because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	 		 	TOCAGEN INC.	
				
Date: April 4, 2017	 		 	By:	 	/s/ Martin J. Duvall	
	 		 		 	Martin J. Duvall	
	 		 		 	Chief Executive Officer