Attached files

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EX-5.1 - EX-5.1 - TETRAPHASE PHARMACEUTICALS INCd509968dex51.htm
EX-23.1 - EX-23.1 - TETRAPHASE PHARMACEUTICALS INCd509968dex231.htm

As filed with the Securities and Exchange Commission on November 6, 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

 

 

TETRAPHASE PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   2834   20-5276217

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code No.)

 

(I.R.S. Employer

Identification Number)

480 Arsenal Street, Suite 110

Watertown, MA 02472

(617) 715-3600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Guy Macdonald

President and Chief Executive Officer

480 Arsenal Street, Suite 110

Watertown, MA 02472

(617) 715-3600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

Stuart M. Falber, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, MA 02109

(617) 526-6663

 

Peter N. Handrinos, Esq.

Latham & Watkins LLP

John Hancock Tower, 20th Floor

200 Clarendon Street

Boston, MA 02116

(617) 948-6060

 

 

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 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 333-191890

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(2)

Common Stock, par value $0.001 per share

  $5,375,100   $692.31

 

 

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2) Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

 

 

This Registration Statement shall become effective upon filing with the 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 $0.001 per share, of Tetraphase 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. 333-191890), which was declared effective by the Commission on November 6, 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 Watertown, Commonwealth of Massachusetts, on this 6th day of November, 2013.

 

TETRAPHASE PHARMACEUTICALS, INC.
  By:  

/s/ Guy Macdonald

    Guy Macdonald
    President and 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/ Guy Macdonald

Guy Macdonald

  

Director, President and Chief Executive Officer

(Principal Executive Officer)

  November 6, 2013

/s/ David C. Lubner

David C. Lubner

   Chief Financial Officer (Principal Financial and Accounting Officer)   November 6, 2013

*

L. Patrick Gage, Ph.D.

   Chairman   November 6, 2013

*

Garen Bohlin

   Director   November 6, 2013

*

John G. Freund, M.D.

   Director   November 6, 2013

*

Steven R. Gullans, Ph.D.

   Director   November 6, 2013

 

*By:  

/s/ Guy Macdonald

  Guy Macdonald
  Attorney-in-Fact


Exhibit Index

 

Exhibit
Number

  

Description of Exhibit

  5.1    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1    Consent of Ernst & Young LLP
23.2    Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
24.1*    Power of Attorney (included on signature page)

 

* Filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333- 191890) filed with the Commission on October 25, 2013 and incorporated in this registration statement by reference.