As filed with the Securities and Exchange Commission on August 5, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Aimmune Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 2834 | 45-2748244 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
8000 Marina Blvd, Suite 300
Brisbane, CA 94005
(650) 614-5220
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Stephen G. Dilly, M.B.B.S., Ph.D.
President and Chief Executive Officer
Aimmune Therapeutics, Inc.
8000 Marina Blvd, Suite 300
Brisbane, CA 94005
(650) 614-5220
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies to:
| ||||
| Patrick A. Pohlen, Esq. | Stephen G. Dilly, M.B.B.S., Ph.D. | Bruce K. Dallas, Esq. | ||
| Brian J. Cuneo, Esq. | President and Chief Executive Officer | Stephen P. Salmon, Esq. | ||
| Latham & Watkins LLP | Aimmune Therapeutics, Inc. | Davis Polk & Wardwell LLP | ||
| 140 Scott Drive | 8000 Marina Blvd, Suite 300 | 1600 El Camino Real | ||
| Menlo Park, CA 94025 | Brisbane, CA 94005 | Menlo Park, CA 94025 | ||
| Telephone: (650) 328-4600 | Telephone: (650) 614-5220 | Telephone: (650) 752-2000 | ||
| Facsimile: (650) 463-2600 | Facsimile: (650) 616-0075 | Facsimile: (650) 752-2115 | ||
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-205501
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
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.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of each class of securities to be registered |
Amount to be registered(1) |
Proposed maximum offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee(2) | ||||
| Common Stock, $0.0001 par value per share |
1,916,666 shares | $16.00 | $30,666,656 | $3,564.00 | ||||
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| (1) | Represents only the additional number of shares being registered and includes 249,999 additional shares that the underwriters have the option to purchase. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, the amount being registered does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-205501) |
| (2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The Registrant previously registered securities at an aggregate offering price not to exceed $153,333,328 on a Registration Statement on Form S-1 (File No. 333-205501), which was declared effective by the Securities and Exchange Commission on August 5, 2015. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $30,666,656 is hereby registered. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.0001 per share, of Aimmune Therapeutics, Inc., a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-205501) (the “Original Registration Statement”), which was declared effective by the Securities and Exchange Commission on August 5, 2015, are incorporated in this registration statement by reference. This registration statement is being filed solely to increase the amount of securities offered pursuant to the Original Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Brisbane, California on August 5, 2015.
| Aimmune Therapeutics, Inc. | ||
| By: | /s/ Stephen G. Dilly | |
| Stephen G. Dilly, M.B.B.S., Ph.D. | ||
| President and Chief Executive Officer | ||
Power of Attorney
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||||
| /s/ Stephen G. Dilly |
President, Chief Executive Officer and Director | August 5, 2015 | ||||
| Stephen G. Dilly, M.B.B.S., Ph.D. | (Principal Executive Officer) | |||||
| /s/ Warren DeSouza |
Chief Financial Officer | August 5, 2015 | ||||
| Warren DeSouza | (Principal Financial and Accounting Officer) | |||||
| * |
Director | August 5, 2015 | ||||
| Patrick Enright | ||||||
| * |
Director | August 5, 2015 | ||||
| Kathryn E. Falberg | ||||||
| * |
Director | August 5, 2015 | ||||
| Mark T. Iwicki | ||||||
| * |
Director | August 5, 2015 | ||||
| Mark D. McDade | ||||||
| * |
Director | August 5, 2015 | ||||
| Stacey D. Seltzer | ||||||
| *By: | /s/ Stephen G. Dilly |
|||||
| Stephen G. Dilly, M.B.B.S., Ph.D | ||||||
| Attorney-in-Fact | ||||||
Exhibit Index
| Exhibit |
Description | |
| 1.1(1) | Form of Underwriting Agreement | |
| 5.1 | Opinion of Latham & Watkins LLP | |
| 23.1 | Consent of independent registered public accounting firm. | |
| 23.2 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
| 24.1(2) | Powers of Attorney | |
| (1) | Previously filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-205501), originally filed with the Securities and Exchange Commission on July 6, 2015 and incorporated by reference herein. |
| (2) | Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-205501), originally filed with the Securities and Exchange Commission on July 6, 2015 and incorporated by reference herein. |