Attached files
file | filename |
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EX-5.1 - EX-5.1 - TETRAPHASE PHARMACEUTICALS INC | d509968dex51.htm |
EX-23.1 - EX-23.1 - TETRAPHASE PHARMACEUTICALS INC | d509968dex231.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 registrants 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 |
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 Registrants 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. |