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EX-5 - EX-5 - AGIOS PHARMACEUTICALS, INC.d571148dex5.htm
EX-23.2 - EX-23.2 - AGIOS PHARMACEUTICALS, INC.d571148dex232.htm

As filed with the Securities and Exchange Commission on July 23, 2013

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Agios Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   2834   26-0662915

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

38 Sidney Street, 2nd Floor

Cambridge, MA 02139

(617) 649-8600

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

David P. Schenkein, M.D.

Chief Executive Officer

Agios Pharmaceuticals, Inc.

38 Sidney Street, 2nd Floor

Cambridge, MA 02139

(617) 649-8600

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

copies to:

 

Steven D. Singer, Esq.

Cynthia T. Mazareas, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, MA 02109

Telephone: (617) 526-6000

 

Richard D. Truesdell, Jr., Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Telephone: (212) 450-4000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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 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 333-189216

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

 

Amount

to be

registered (1)

 

Proposed

maximum

offering price

per share (2)

 

Proposed

maximum

aggregate

offering price (2)

 

Amount of

registration fee

Common Stock, $0.001 par value per share

  1,022,221 shares   $18.00   $18,399,978   $2,509.76

 

 

(1) Includes 133,333 shares which the Underwriters have the option to purchase from the Company to cover over-allotments, if any.
(2) Estimated in accordance with Rule 457(a) of the Securities Act of 1933 solely on the basis of $18.00, the Price to the Public set forth on the cover page of the Registrant’s Prospectus dated July 23, 2013 relating to its initial public offering pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-189216).

 

 

 


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 $0.001 per share, of Agios Pharmaceuticals, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-189216), which was declared effective by the Commission on July 23, 2013, are incorporated in this registration statement by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 23rd day of July, 2013.

 

AGIOS PHARMACEUTICALS, INC.
By:   /s/ David P. Schenkein
Name:   David P. Schenkein, M.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 and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ David P. Schenkein

David P. Schenkein, M.D.

   Chief Executive Officer and Director (Principal executive officer)   July 23, 2013

/s/ Glenn Goddard

Glenn Goddard

   Vice President, Finance (Principal financial and accounting officer)   July 23, 2013

*

Lewis C. Cantley, Ph.D.

   Director   July 23, 2013

*

Douglas G. Cole, M.D.

   Director   July 23, 2013

*

Perry Karsen

   Director   July 23, 2013

*

John M. Maraganore, Ph.D.

   Director   July 23, 2013

*

Robert T. Nelsen

   Director   July 23, 2013

*

Kevin P. Starr

   Director   July 23, 2013

*

Marc Tessier-Lavigne, Ph.D.

   Director   July 23, 2013

 

*By:  

/s/ Glenn Goddard

Name:   Glenn Goddard
Title:   Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit
No.

  

Description

  5    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1    Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5)
23.2    Consent of Ernst & Young LLP
24*    Powers of Attorney

 

* Filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1(File No. 333-189216) filed with the Commission on June 10, 2013.