As filed with the Securities and Exchange Commission on April 19, 2016      Registration No. 333-___________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

					
 	 	 	 	 	
FORM S-8

					
 	 	 	 	 	
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933

					
 	 	 	 	 	
  GALENA BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)

					

	
					
Delaware	 	 	 	20-8099512	
(State or other jurisdiction of incorporation or organization)	 	 	 	(I.R.S. Employer
Identification No.)	
 	 	 	 	 	
 	 	2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583	 	 	
 	 	(Address of Principal Executive Offices) (Zip Code)	 	 	
 	 	 	 	 	
Galena Biopharma, Inc. Amended and Restated 2007 Incentive Plan	
 	 	(Full title of the plan)	 	 	
 	 	 	 	 	
 	 	Mark W. Schwartz, Ph.D.
President and Chief Executive Officer
2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583	 	 	
 	 	(Name and address of agent for service	 	 	
 	 	 	 	 	
 	 	(855) 855-4253	 	 	
 	 	(Telephone, including area code, of agent for service)	 	 	
 	 	 	 	 	
 	 	Copies to:	 	 	
Thomas Knapp
Interim General Counsel
Galena Biopharma, Inc.
2000 Crow Canyon Place, Suite 380, San Ramon, CA 94583
(855) 855-4253	 	 	 	Dale E. Short
Darren T. Freedman
TroyGould PC
1801 Century Park East, Suite 1600
Los Angeles, CA 90067
(310) 553-4441	

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one): 

							
Large accelerated filer	 	¨	 	Accelerated filer	 	þ	
Non-accelerated filer	 	¨
	(Do not check if a smaller reporting company)	Smaller reporting company	 	¨

CALCULATION OF REGISTRATION FEE

					
 	 	 	 	 	
Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee	
Common stock, par value $0.0001 per share	925,500 shares (1)	$1.77 (2)	$1,638,135 (2)	 	
Common stock, par value $0.0001 per share	40,000 shares (1)	$1.83 (2)	$73,200 (2)	 	
Common stock, par value $0.0001 per share	35,000 shares (1)	$1.66 (2)	$58,100 (2)	 	
Common stock, par value $0.0001 per share	350,000 shares (1)	$1.68 (2)	$588,000 (2)	 	
Common stock, par value $0.0001 per share	2,676,500 shares (1)	$1.50 (2)	$4,014,750 (2)	 	
Common stock, par value $0.0001 per share	105,000 shares (1)	$0.84 (2)	$88,200 (2)	 	
Common stock, par value $0.0001 per share	5,868,000 shares (3)	$1.54 (4)	$9,036,720 4)	 	
Total	10,000,000 shares	 	$15,497,105	$1,560.56	

		
(1)	Represents shares issuable upon the exercise of outstanding stock options under the Galena Biopharma, Inc. Amended and Restated 2007 Incentive Plan, as amended (the "Plan"). Pursuant to Rule 416(a) of the Securities Act of 1933, this registration statement also covers such additional shares of common stock as may become issuable under the outstanding stock options in the event of a stock split, stock dividend, recapitalization or other similar change in the common stock.	

(2)	Estimated solely for purposes of calculating the amount of registration fee pursuant to Rule 457(h)(1) of the Securities Act of 1933 based upon the exercise price of the outstanding stock options.	

(3)	Represents shares reserved for issuance pursuant to the future awards under the Plan. Pursuant to Rule 416(a) of the Securities Act of 1933, this registration statement also covers such additional shares of common stock as may become issuable under the Plan in the event of a stock split, stock dividend, recapitalization or other similar change in the common stock.	

(4)	Estimated solely for purposes of calculating the amount of registration fee pursuant to Rules 457(h)(1) and 457(c) of the Securities Act of 1933 based upon the $1.54 average of the high and low prices of Registrant’s common stock as reported on The NASDAQ Capital Market on April 15, 2016.	

EXPLANATORY NOTE
This registration statement is filed pursuant to General Instruction E to Form S-8 by Galena Biopharma, Inc., a Delaware corporation (the “Company”), to register 10,000,000 shares of common stock of the Company in addition to those previously registered on the Company's registration statements on Form S-8 (File Nos. 333-151154, 333-153847, 333-175763, 333-183300 and 333-190540) filed with the Securities and Exchange Commission on May 23, 2008, October 3, 2010, July 25, 2011, August 14, 2012 and August 9, 2013, respectively, for issuance pursuant to the Company's Amended and Restated 2007 Incentive Plan, as amended. Pursuant to General Instruction E to Form S-8, this registration statement incorporates by reference the contents of such previously filed registration statements.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5.     Interests of Named Experts and Counsel

The validity of the shares being registered hereby has been passed upon by TroyGould PC, Los Angeles, California. Sanford J. Hillsberg, the Chairman of the Board of the Company, is an attorney with TroyGould PC. Mr. Hillsberg and TroyGould PC and some of its other attorneys own beneficially shares of common stock of the Company constituting in the aggregate less than 1% of the outstanding shares of common stock.

Item 8.     Exhibits

The following exhibits are filed with or incorporated by reference in this registration statement:
Exhibit No .     Description                                      

			
4.1	 	Galena Biopharma, Inc. (formerly, RXi Pharmaceuticals Corporation) Amended and Restated 2007 Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A filed on April 23, 2010).	
 	 	 	
4.2	 	Amendment to Galena Biopharma, Inc. Amended and Restated 2007 Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A filed on May 31, 2011).	
 	 	 	
4.3	 	Amendment to Galena Biopharma, Inc. Amended and Restated 2007 Incentive Plan (incorporated by reference to Annex A to the Registrant’s Proxy Statement on Schedule 14A filed on April 30, 2012).	
 	 	 	
4.4	 	Amendment to Galena Biopharma, Inc. Amended and Restated 2007 Incentive Plan (incorporated by reference to Annex B to the Registrant’s Proxy Statement on Schedule 14A filed on April 29, 2013).	
 	 	 	
4.5	 	Amendment to Galena Biopharma, Inc. Amended and Restated 2007 Incentive Plan (incorporated by reference to Annex B to the Registrant’s Proxy Statement on Schedule 14A filed on April 30, 2015).	
 	 	 	
5.1	 	Opinion of TroyGould PC (included with this registration statement).	
 	 	 	
23.1	 	Consent of Moss Adams LLP (included with this registration statement).	
 	 	 	
23.2	 	Consent of TroyGould PC (included in the opinion filed as Exhibit 5.1).	
 	 	 	
24.1	 	Power of Attorney (included on the signature page of this registration statement).	

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 the City of San Ramon, State of California, on April 19, 2016.

		
 	GALENA BIOPHARMA, INC.	
 	 	
 	By: /s/ Mark W. Schwartz	
 	Mark W. Schwartz, Ph.D.	
 	President and Chief Executive Officer	

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark W. Schwartz, Ph.D., as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent 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, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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:

					
Signature	 	Title	 	Date	
 	 	 	 	 	
/s/ Mark W. Schwartz	 	President, Chief Executive Officer and Director (Principal Executive Officer)	 	April 19, 2016	
Mark W. Schwartz, Ph. D.	 		 	 	
 	 	 	 	 	
/s/ John T. Burns	 	Controller
(Principal Accounting Officer)	 	April 19, 2016	
John T. Burns	 		 	 	
 	 	 	 	 	
/s/ Sanford J. Hillsberg	 	Chairman of the Board	 	April 19, 2016	
Sanford J. Hillsberg	 	 	 	 	
 	 	 	 	 	
/s/ William L. Ashton	 	Director	 	April 19, 2016	
William L. Ashton	 	 	 	 	
 	 	 	 	 	
/s/ Richard Chin	 	Director	 	April 19, 2016	
Richard Chin, M.D.	 	 	 	 	
 	 	 	 	 	
/s/ Irving M. Einhorn	 	Director	 	April 19, 2016	
Irving M. Einhorn	 	 	 	 	
 	 	 	 	 	
/s/ Stephen S. Galliker	 	Director	 	April 19, 2016	
Stephen S. Galliker	 	 	 	 	
 	 	 	 	 	
/s/ Steven A. Kriegsman	 	Director	 	April 19, 2016	
Steven A. Kriegsman	 	 	 	 	
 	 	 	 	 	
/s/ Rudolph Nisi	 	Director	 	April 19, 2016	
Rudolph Nisi, M.D.	 	 	 	 	

Exhibit 5.1

TROYGOULD PC
1801 Century Park East, 16 th Floor
Los Angeles, California 90067-2367

April 19, 2016

Galena Biopharma, Inc.
2000 Crow Canyon Place, Suite 380
San Ramon, California 94583

Re:     Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Galena Biopharma, Inc., a Delaware corporation (the “ Company ”), in connection with a registration statement on Form S-8 (the “ registration statement ”) that the Company intends to file with the Securities and Exchange Commission (the “ Commission ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), on or about the date of this opinion letter for the purpose of registering the offer and sale of up to (i)  4,132,000 shares (the “ Option Shares ”) of its common stock, par value $0.0001 per share (“ Common Stock ”), issuable upon the exercise of outstanding stock options (the “ Options ”) under the Company’s Amended and Restated 2007 Incentive Plan, as amended (as so amended, the “ Plan ”), and (ii) up to 5,868,000 additional shares (the “ Reserved Shares ”) of Common Stock issuable pursuant to future awards under the Plan. The Option Shares and the Reserved Shares are sometimes referred to collectively herein as the “ Shares .” This opinion letter is being given to you pursuant to your request in connection with the requirements of Item 601(b)(5) of Regulation S‑K under the Securities Act.
As a basis for rendering our opinion expressed below, we have reviewed originals or copies of originals, certified or otherwise identified to our satisfaction, of (i) the registration statement, (ii) the Plan, (iii) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated By-Laws, each as amended to date, (iv) minutes or resolutions of the Company’s Board of Directors and of its stockholders pertaining to the adoption of the Plan and issuance of the Shares, the registration statement and related matters, and (v) such other certificates of public officials, certificates of officers of the Company and other documents as we have considered necessary or appropriate as a basis for rendering our opinion.
With your permission, we have made and relied upon the following assumptions, without any independent investigation or inquiry by us, and our opinion expressed below is subject to, and limited and qualified by the effect of, such assumptions: (1) all corporate records furnished to us by the Company are accurate and complete; (2) the registration statement to be filed by the Company with the Commission will be identical to the form of the document that we have reviewed; (3) all statements as to factual matters that are contained in the registration statement (including the exhibits to the registration statement) and the Plan are accurate and complete; (4) the Company will issue the Shares in accordance with the terms of the registration statement and the Plan; (5) the Company will at all times remain duly organized, validly existing, and in good standing under the laws of the State of Delaware; (6) the Company will at all times reserve a sufficient number of shares of its unissued Common Stock as is necessary to provide for the issuance of the Shares; (7) in connection with each issuance of any Shares, the Company will duly execute and deliver a stock certificate evidencing the Shares or, with respect to any Shares issued on an uncertificated basis, the Company will comply with applicable law regarding the documentation of uncertificated securities; and (8) with respect to documents that we reviewed in connection with this opinion letter, all documents submitted to us as originals are authentic; all documents submitted to us as certified, facsimile, or photostatic copies conform to the

originals of such documents, and such original documents are authentic; the signatures on all documents are genuine; and all natural persons who have executed any of the documents have the legal capacity to do so.
The law covered by our opinion expressed below is limited to the internal corporate laws of the General Corporation Law of the State of Delaware (including applicable rules and regulations promulgated under the Delaware General Corporation Law and applicable reported judicial decisions interpreting the Delaware General Corporation Law). We neither express nor imply any opinion with respect to any other laws or the laws of any other jurisdiction.
We undertake no, and hereby disclaim any, obligation to advise you of any change in any matter set forth herein, whether based on a change in laws, a change in any fact relating to the Company, or any other circumstance. This opinion letter is limited to the matters expressly stated herein, and no opinions are to be inferred or may be implied beyond the opinion expressly set forth below. Without limiting the generality of the foregoing, we neither express nor imply any opinion regarding the contents of the registration statement, other than as expressly stated below with respect to the Shares.
Based upon and subject to all of the foregoing, we are of the opinion that the Shares, when issued and paid for in accordance with the terms and conditions of the registration statement and the Plan, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion letter as an exhibit to the registration statement. However, by giving you this opinion letter and consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,

/s/ TroyGould PC

TROYGOULD PC

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this registration statement on Form S-8 of our reports dated March 10, 2016, relating to the consolidated financial statements of Galena Biopharma, Inc. (the "Company") and the effectiveness of the Company’s internal control over financial reporting appearing in the Company’s Annual Report in Amendment No.2 on Form 10-K for the year ended December 31, 2015, filed with the Securities and Exchange Commission.
/s/ Moss Adams LLP

Portland, Oregon
April 19, 2016