Attached files
file | filename |
---|---|
EX-5.1 - OPINION OF LOEB & LOEB LLP - Fortress Biotech, Inc. | d356802dex51.htm |
EX-23.1 - CONSENT OF PRICEWATERHOUSECOOPERS LLP - Fortress Biotech, Inc. | d356802dex231.htm |
As filed with the Securities and Exchange Commission on June 21, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CORONADO BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 2836 | 20-5157386 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary standard industrial classification code number) |
(I.R.S. employer identification number) |
15 New England Executive Park
Burlington, MA 01803
(781) 238-6621
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Bobby W. Sandage, Jr., Ph.D.,
Chief Executive Officer
15 New England Executive Park
Burlington, MA 01803
(781) 238-6621
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Fran Stoller, Esq. Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Tel. No.: 212-407-4159 Fax No.: 212-214-0706 |
John D. Hogoboom, Esq. Lowenstein Sandler PC 65 Livingston Avenue Roseland, NJ 07068 Tel. No.: 973-597-2382 Fax No.: 973-597-2383 |
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 (File No. 333-181856)
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 12b2 of the Exchange Act.
Large Accelerated Filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Security Being Registered |
Amount Being Registered |
Proposed Maximum Offering Price per Security (1) |
Proposed Maximum Aggregate Offering Price (1) |
Amount of Registration Fee | ||||
Common Stock, $0.001 par value (2) |
460,000(3) | $5.41 | $2,488,600 | $286 | ||||
| ||||||||
|
(1) | Estimated solely for the purpose of calculating the registration fee. |
(2) | Pursuant to Rule 416, there are also being registered such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(3) | Includes 60,000 shares of common stock subject to the underwriters overallotment option. |
This Registration Statement shall become effective upon filing with the SEC in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended. Coronado Biosciences, Inc. hereby incorporates by reference into this registration statement the contents of the Registration Statement on Form S-1, as amended (Registration No. 333-181856), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission on June 21, 2012. This registration statement is being filed solely to increase the number of shares of common stock being offered in the public offering. The required opinion of counsel and related consent and accountants consent are attached hereto and filed herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. | Exhibits and Financial Statement Schedules. |
All exhibits filed or incorporated by reference in the registrants Registration Statement on Form S-1, as amended (File No. 333-181856), are incorporated by reference into, and shall be deemed to be part of, this Registration Statement, except for the following, which are filed herewith:
5.1 | Opinion of Loeb & Loeb LLP re: legality. | |
23.1 | Consent of PricewaterhouseCoopers LLP. | |
23.2 | Consent of Loeb & Loeb LLP (included in Exhibit 5.1). |
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-1 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Burlington, State of Massachusetts, on June 21, 2012.
CORONADO BIOSCIENCES, INC. | ||
By: | /s/ Bobby W. Sandage, Jr. | |
Name: | Bobby W. Sandage, Jr., Ph.D. | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.
Signature |
Title |
Date | ||
* |
Executive Chairman of the Board of Directors | June 21, 2012 | ||
Glenn L. Cooper, M.D. | ||||
/s/ Bobby W. Sandage |
Chief Executive Officer, President and Director | June 21, 2012 | ||
Bobby W. Sandage, Jr., Ph.D. | (principal executive officer) | |||
* |
Chief Financial Officer | June 21, 2012 | ||
Lucy Lu, M.D. | (principal financial officer) | |||
/s/ Dale Ritter |
Senior Vice President, Finance, Chief Accounting Officer | June 21, 2012 | ||
Dale Ritter | (principal accounting officer) | |||
* |
Vice Chairman of the Board of Directors | June 21, 2012 | ||
Eric K. Rowinsky, M.D. | ||||
* |
Director | June 21, 2012 | ||
David J. Barrett | ||||
* |
Director | June 21, 2012 | ||
Jimmie Harvey, Jr., M.D. | ||||
* |
Director | June 21, 2012 | ||
J. Jay Lobell | ||||
* |
Director | June 21, 2012 | ||
Michael W. Rogers | ||||
* |
Director | June 21, 2012 | ||
Lindsay A. Rosenwald, M.D. |
*By: Dale Ritter, as attorney-in-fact