Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - Larimar Therapeutics, Inc. | d642727dex51.htm |
| EX-23.1 - EX-23.1 - Larimar Therapeutics, Inc. | d642727dex231.htm |
As filed with the Securities and Exchange Commission on June 18, 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
ZAFGEN, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 20-3857670 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
One Broadway, 8th Floor
Cambridge, Massachusetts 02139
(617) 401-3041
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Thomas E. Hughes
Chief Executive Officer
Zafgen, Inc.
One Broadway, 8th Floor
Cambridge, Massachusetts 02139
(617) 401-3041
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Mitchell S. Bloom, Esq. Michael J. Minahan, Esq. Goodwin Procter LLP Exchange Place 53 State Street Boston, MA 02109 (617) 570-1000 |
Thomas E. Hughes Chief Executive Officer Zafgen, Inc. One Broadway, 8th Floor Cambridge, Massachusetts 02139 (617) 401-3041 |
Patrick O’Brien, Esq. Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, Massachusetts 02199-3600 (617) 951-7000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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, as amended, 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 333-195391
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.
| 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 |
Proposed Maximum Aggregate Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee(2) | ||||
| Common stock, $0.001 par value per share |
1,150,000 | $16.00 | $18,400,000 | $2,370 | ||||
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| (1) | Represents only the additional number of shares being registered and includes shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-195391). |
| (2) | The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $92,000,000 on a Registration Statement on Form S-1 (File No. 333-195391), which was declared effective by the Securities and Exchange Commission on June 18, 2014. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $18,400,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares. |
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 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the Registration Statement on Form S-1 (File No. 333-195391) filed by Zafgen, Inc. with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on June 18, 2014, are incorporated by reference into this Registration Statement.
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 City of Cambridge, Commonwealth of Massachusetts, on the 18th day of June, 2014.
| ZAFGEN, INC. | ||
| By: | /s/ Thomas E. Hughes, Ph.D. | |
| Thomas E. Hughes, Ph.D. | ||
| Chief Executive Officer and Director | ||
Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Name |
Title | Date | ||
| /s/ Thomas E. Hughes, Ph.D. | Chief Executive Officer and Director | June 18, 2014 | ||
| Thomas E. Hughes, Ph.D. | (Principal Executive Officer) | |||
| * | Chief Financial Officer | June 18, 2014 | ||
| Patricia L. Allen | (Principal Financial and Accounting Officer) | |||
| * | Chairman of the Board of Directors | June 18, 2014 | ||
| Peter Barrett, Ph.D. | ||||
| * | Director | June 18, 2014 | ||
| Bruce Booth, Ph.D. | ||||
| * | Director | June 18, 2014 | ||
| Avi Goldberg | ||||
| * | Director | June 18, 2014 | ||
| John L. LaMattina, Ph.D. | ||||
| * | Director | June 18, 2014 | ||
| Kevin P. Starr | ||||
| * | Director | June 18, 2014 | ||
| Frank Thomas | ||||
* Pursuant to Power of Attorney
| By: | /s/ Thomas E. Hughes, Ph.D. | |
| Thomas E. Hughes, Ph.D. Attorney-in-Fact | ||
EXHIBIT INDEX
| Exhibit No. |
Exhibit Index | |
| 5.1 | Opinion of Goodwin Procter LLP | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | |
| 23.2 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
| 24.1* | Power of Attorney |
| * | Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-195391), filed with the Securities and Exchange Commission on April 18, 2014 and incorporated by reference herein. |