As filed with the Securities and Exchange Commission on March 6, 2024

Registration No. 333-            

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

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Generation Bio Co.

(Exact Name of Registrant as Specified in Its Charter)

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2020 Stock Incentive Plan

2020 Employee Stock Purchase Plan

(Full Title of the Plan)

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Geoff McDonough, M.D.

President and Chief Executive Officer

301 Binney Street

Cambridge, MA 02142

(Name and Address of Agent for Service)

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(617) 655-6500

(Telephone Number, Including Area Code, of Agent for Service)

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Copies to:

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Yalonda Howze

Chief Legal Officer

301 Binney Street

Cambridge, MA 02142

(617) 655-6500

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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.

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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. ☐

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PART I

Statement of Incorporation by Reference

This Registration Statement on Form S-8, relating to an aggregate of (a) 2,775,650 shares of common stock, $0.0001 par value per share (“Common Stock”), issuable under the 2020 Stock Incentive Plan of Generation Bio Co. (the “Registrant”), and (b) 662,182 shares of Common Stock issuable under the 2020 Employee Stock Purchase Plan of the Registrant, is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement incorporates by reference the contents of:

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The information required by Part II is omitted, except as supplemented by the information set forth below.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

The following exhibits are incorporated herein by reference:

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*Filed herewith

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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 Cambridge, Massachusetts, on this 6th day of March, 2024.

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POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of Generation Bio Co., hereby severally constitute and appoint Geoff McDonough, M.D., Matthew Norkunas, M.D., MBA, Yalonda Howze, J.D., and Shawna-Gay White, J.D. and each of them singly (with full power to each of them to act alone), our true and lawful attorneys with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Generation Bio Co. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

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.

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Exhibit 5.1

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March 6, 2024

Generation Bio Co.

301 Binney Street

Cambridge, MA 02142

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Ladies and Gentlemen:

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We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 3,437,832 shares of common stock, $0.0001 par value per share (the “Shares”), of Generation Bio Co., a Delaware corporation (the “Company”), issuable under the Company’s 2020 Stock Incentive Plan and 2020 Employee Stock Purchase Plan (collectively, the “Plans”).

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We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement, the Plans and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

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In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

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We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

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We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.

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It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

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Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

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Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.

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We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

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Exhibit 23.2

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Consent of Independent Registered Public Accounting Firm

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We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2020 Stock Incentive Plan and 2020 Employee Stock Purchase Plan of Generation Bio Co. of our report dated March 6, 2024, with respect to the consolidated financial statements of Generation Bio Co. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

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/s/ Ernst & Young LLP

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Boston, Massachusetts

March 6, 2024

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Exhibit 107

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Calculation of Filing Fee Table

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Form S-8

(Form Type)

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Generation Bio Co.

(Exact Name of Registrant as Specified in its Charter)

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Table 1 – Newly Registered Securities

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