Attached files
file | filename |
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EX-5.1 - EX-5.1 - MACROGENICS INC | d677545dex51.htm |
EX-23.1 - EX-23.1 - MACROGENICS INC | d677545dex231.htm |
As filed with the Securities and Exchange Commission on February 12, 2014
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MACROGENICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 2834 | 06-1591613 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
9640 Medical Center Drive
Rockville, MD 20850
(301) 251-5172
(Address, including zip code and telephone number, including area code, of registrants principal executive offices)
Scott Koenig, M.D., Ph.D.
President and Chief Executive Officer
9640 Medical Center Drive
Rockville, MD 20850
(301) 251-5172
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard E. Baltz Arnold & Porter LLP 555 12th Street NW Washington, DC 20004-1206 (202) 942-5000 |
Steven D. Singer Lisa Firenze Wilmer Cutler Pickering Hale and Dorr LLP 7 World Trade Center (212) 230-8000 |
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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-193648
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 |
Number of Shares to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Offering Price |
Amount of Registration Fee | ||||
Common Stock, $0.01 par value per share |
575,000 | $36.50 | $20,987,500 | $2,704 | ||||
| ||||||||
|
(1) | Includes shares that the underwriters have the option to purchase to cover over-allotments, if any. |
(2) | Estimated in accordance with Rule 457(c) of the Securities Act of 1933. |
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 $0.01 per share, of MacroGenics, 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. 333-193648), which was declared effective by the Commission on February 12, 2014, 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 Rockville, State of Maryland, on February 12, 2014.
MACROGENICS, INC. | ||
By: | /s/ Scott Koenig | |
Scott Koenig, M.D., Ph.D. | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated:
Signature |
Title |
Date | ||
/s/ Scott Koenig Scott Koenig, M.D., Ph.D. |
President and CEO and Director (Principal Executive Officer) |
February 12, 2014 | ||
/s/ James Karrels James Karrels |
Vice President, Chief Financial Officer and Secretary (Principal Financial Officer) |
February 12, 2014 | ||
/s/ Lynn Cilinski Lynn Cilinski |
Vice President, Controller and Treasurer (Principal Accounting Officer) |
February 12, 2014 | ||
* Paulo Costa |
Director |
February 12, 2014 | ||
* Kenneth Galbraith |
Director |
February 12, 2014 | ||
* Edward Hurwitz |
Director |
February 12, 2014 | ||
* Eran Nadav, Ph.D. |
Director |
February 12, 2014 | ||
* Arnold Oronsky, Ph.D. |
Director |
February 12, 2014 | ||
* Michael Steinmetz, Ph.D. |
Director |
February 12, 2014 |
*By: | /s/ Scott Koenig | |
Scott Koenig, M.D., Ph.D., Attorney-in-Fact |
EXHIBIT INDEX
Exhibit |
Description | |
5.1 | Opinion of Arnold & Porter LLP | |
23.1 | Consent of Ernst & Young, LLP, Independent Registered Public Accounting Firm | |
23.2 | Consent of Arnold & Porter LLP (included in Exhibit 5.1) | |
24.1* | Power of Attorney |
* | Filed as Exhibit 24.1 to the Registrants Registration Statement on Form S-1 (File No. 333-193648) filed with the Commission on January 30, 2014. |