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EX-5.1 - EX-5.1 - Relypsa Incd708518dex51.htm
EX-23.1 - EX-23.1 - Relypsa Incd708518dex231.htm

As filed with the Securities and Exchange Commission on April 10, 2014

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

RELYPSA, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   2834   26-0893742

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

700 Saginaw Drive

Redwood City, CA 94063

(650) 421-9500

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

 

 

John A. Orwin

President and Chief Executive Officer

Relypsa, Inc.

700 Saginaw Drive

Redwood City, CA 94063

(650) 421-9500

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

 

 

Copies to:

Alan C. Mendelson, Esq.

Mark V. Roeder, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Telephone: (650) 328-4600

Facsimile: (650) 463-2600

  Ronald A. Krasnow, Esq.
General Counsel, Senior Vice President
Relypsa, Inc.
700 Saginaw Drive
Redwood City, CA 94063
Telephone: (650) 421-9500
Facsimile: (650) 421-9700
  Patrick O’Brien, Esq.
Ropes & Gray LLP
Prudential Tower
800 Boylston Street
Boston, Massachusetts 02199
Telephone: (617) 951-7000
Facsimile: (617) 951-7050

 

 

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 333-194673

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)(2)

  Amount of
registration fee(3)

Common Stock, $0.001 par value per share

  $9,199,969.50   $1,184.96

 

 

(1) In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1, as amended (File No. 333-194673), is hereby registered.
(2) Estimated solely for the purposes of computing the amount of the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933, as amended.
(3) An aggregate registration fee of $14,812 was previously paid in connection with the filing of the related Registration Statement on Form S-1, as amended (File No. 333-194673). A total of $11,849.60 of such fee was used to pay the filing fee of such Registration Statement. The amount of the registration fee due hereunder is offset entirely by the remaining $2,962.40 previously paid.

 

 

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated 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 Relypsa, Inc., a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, representing an increase in the maximum aggregate offering price of $9,199,969.50. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-194673), which was declared effective by the Securities and Exchange Commission on April 10, 2014, are incorporated in this registration statement by reference.

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


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the Redwood City, California, on April 10, 2014.

 

RELYPSA, INC.
By:  

/s/ John A. Orwin

 

John A. Orwin

President and Chief Executive Officer


SIGNATURES

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/ John A. Orwin

John A. Orwin

   Director, President and Chief Executive Officer (Principal Executive Officer)   April 10, 2014

/s/ Kristine M. Ball

Kristine M. Ball

   Chief Financial Officer (Principal Financial and Accounting Officer)   April 10, 2014

*

John P. Butler

   Director   April 10, 2014

*

Paul J. Hastings

   Director   April 10, 2014

*

Ronald M. Hunt

   Director   April 10, 2014

*

David W.J. McGirr

   Director   April 10, 2014

*

Scott M. Rocklage, Ph.D.

   Director   April 10, 2014

*

Thomas J. Schuetz, M.D., Ph.D.

   Director   April 10, 2014

*

Jonathan T. Silverstein, Esq.

   Director   April 10, 2014

*

Klaus Veitinger, M.D., Ph.D.

   Director   April 10, 2014

 

*By:  

/s/ John A. Orwin

 

John A. Orwin

Attorney-in-fact


EXHIBIT INDEX

 

Exhibit
No.

 

Description

  1.1(1)   Form of Underwriting Agreement.
  5.1   Opinion of Latham & Watkins LLP.
23.1   Consent of independent registered public accounting firm.
23.2   Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1(2)   Power of Attorney.

 

 

(1) Previously filed as Exhibit 1.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-194673), originally filed with the Securities and Exchange Commission on April 8, 2014 and incorporated by reference herein.
(2) Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-194673), originally filed with the Securities and Exchange Commission on March 19, 2014 and incorporated by reference herein.