Attached files
file | filename |
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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 Registrants 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 Registrants Prospectus dated July 23, 2013 relating to its initial public offering pursuant to the Companys 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 |
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 Registrants Registration Statement on Form S-1(File No. 333-189216) filed with the Commission on June 10, 2013. |