Attached files
file | filename |
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EX-5.1 - EX-5.1 - HYPERION THERAPEUTICS INC | d498574dex51.htm |
EX-23.1 - EX-23.1 - HYPERION THERAPEUTICS INC | d498574dex231.htm |
As filed with the Securities and Exchange Commission on March 7, 2013
Registration Statement File No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HYPERION THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 61-1512713 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
601 Gateway Boulevard, Suite 200
South San Francisco, California 94080
(650) 745-7802
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Donald J. Santel
Chief Executive Officer
Hyperion Therapeutics, Inc.
601 Gateway Boulevard, Suite 200
South San Francisco, California 94080
(650) 745-7802
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Laura A. Berezin Jon Layman Hogan Lovells US LLP 525 University Avenue Palo Alto, CA 94301 (650) 463-4000 |
Jeffrey S. Farrow Chief Financial Officer Hyperion Therapeutics, Inc. 601 Gateway Boulevard, Suite 200 South San Francisco, CA 94080 (650) 745-7802 |
Mark B. Weeks David G. Peinsipp Cooley LLP 3175 Hanover Street Palo Alto, CA 94304 (650) 843-5000 |
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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-186880
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. (Check one):
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||
Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1) |
Amount
of Registration Fee(1) | ||
Common Stock, $0.0001 par value per share |
$11,104,688 | $1,515 | ||
| ||||
|
(1) | The registration fee is calculated in accordance with Rule 457(o) 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 $57,500,000 on a Registration Statement on Form S-1 (File No. 333-186880), which was declared effective by the Securities and Exchange Commission on March 7, 2013. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $11,104,688 is hereby registered, which includes shares issuable upon the exercise of the underwriters over-allotment option. |
This Registration Statement shall become effective upon filing with the U.S. Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE
This Registration Statement on Form S-1 (this 462(b) Registration Statement) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the purpose of registering an additional $11.1 million of shares of common stock, par value $0.0001 per share, of Hyperion Therapeutics, Inc. This 462(b) Registration Statement relates to the public offering of shares of common stock contemplated by the Registration Statement on Form S-1 (File No. 333-186880), which was initially filed on February 26, 2013, and which, as amended, was declared effective by the Securities and Exchange Commission on March 7, 2013. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (File No. 333-186880), including the exhibits thereto, are hereby incorporated by reference into this 462(b) Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits |
The exhibits to the registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.
(b) | Financial Statements Schedules: |
No financial statement schedules are provided, because the information called for is not required or is shown either in the financial statements or the notes thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on this 7th day of March, 2013.
Hyperion Therapeutics, Inc. | ||
By | /s/ Donald J. Santel | |
Donald J. Santel | ||
Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature |
Title |
Date | ||
/s/ Donald J. Santel |
Chief Executive Officer, President and Director (Principal Executive Officer) |
March 7, 2013 | ||
Donald J. Santel | ||||
/s/ Jeffrey S. Farrow |
Chief Financial Officer (Principal Financial and Accounting Officer) |
March 7, 2013 | ||
Jeffrey S. Farrow | ||||
* |
Chairman of the Board | March 7, 2013 | ||
James I. Healy, M.D., Ph.D. | ||||
* |
Director | March 7, 2013 | ||
Gaurav Aggarwal, M.D. | ||||
* |
Director | March 7, 2013 | ||
David W. Gryska | ||||
* |
Director | March 7, 2013 | ||
Bo Jesper Hansen, M.D., Ph.D. | ||||
* |
Director | March 7, 2013 | ||
Robert Hopfner | ||||
* |
Director | March 7, 2013 | ||
Jake R. Nunn | ||||
* |
Director | March 7, 2013 | ||
Bijan Salehizadeh, M.D. | ||||
* |
Director | March 7, 2013 | ||
Daniel G. Welch | ||||
* |
Director | March 7, 2013 | ||
Lota S. Zoth |
* | Pursuant to a Power of Attorney |
By: | /s/ Donald J. Santel | |
Donald J. Santel | ||
Attorney-in-Fact |
EXHIBIT INDEX
Exhibit |
Description | |
5.1 | Opinion of Hogan Lovells US LLP. | |
23.1 | Consent of PricewaterhouseCoopers LLP. | |
23.2 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1). | |
24.1 | Previously filed on the signature page to the Registrants Registration Statement on Form S-1 (File No. 333-186880) filed by the Registrant with the Commission on February 26, 2013, and incorporated herein by reference. |