Attached files
file | filename |
---|---|
EX-23.1 - EX-23.1 - Kite Pharma, Inc. | d836723dex231.htm |
EX-5.1 - EX-5.1 - Kite Pharma, Inc. | d836723dex51.htm |
As filed with the Securities and Exchange Commission on December 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
Kite Pharma, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 2836 | 27-1524986 | ||
(State or other jurisdiction of Incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
2225 Colorado Avenue
Santa Monica, California 90404
(310) 824-9999
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Arie S. Belldegrun, M.D.
President, Chief Executive Officer, Chairman, Founder
Kite Pharma, Inc.
2225 Colorado Avenue
Santa Monica, California 90404
(310) 824-9999
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Charles S. Kim, Esq. Charles J. Bair, Esq. Cooley LLP 1333 2nd Street, Suite 400 Santa Monica, California 90401 (310) 883-6433 |
Donald J. Murray, Esq. Covington & Burling LLP The New York Times Building 620 Eighth Avenue New York, New York 10018 (212) 841-1000 |
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, 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 (File No. 333-200615)
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 Securities to be Registered |
Amount to be Registered(1)(2) |
Proposed Maximum Offering Price Per Share(3) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Common Stock, $0.001 par value per share |
557,750 shares | $54 | $30,118,500 | $3,499.77 | ||||
| ||||||||
|
(1) | Includes offering of additional shares that the underwriters have the option to purchase. |
(2) | The shares being registered pursuant to this Registration Statement are in addition to the 3,450,000 shares that were registered pursuant to the Registrants Registration Statement on Form S-1 (File No. 333-200615), which include 450,000 shares that the underwriters have the option to purchase. |
(3) | Based on the public offering price. |
This registration statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
This Registration Statement (the Registration Statement) is being filed with the Securities and Exchange Commission (the Commission) with respect to the registration of additional shares of common stock, $0.001 par value per share, of Kite Pharma, Inc. (the Registrant), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form S-1, as amended (File No. 333-200615) (the Prior Registration Statement), which the Commission declared effective on December 10, 2014, and is being filed solely for the purpose of increasing the number of shares to be offered in the public offering by 557,750, including 72,750 shares that may be sold pursuant to the underwriters option to purchase additional shares. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 10th day of December, 2014.
KITE PHARMA, INC. | ||
By: | /s/ Arie Belldegrun | |
Arie Belldegrun, M.D. | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Arie Belldegrun |
President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) |
December 10, 2014 | ||
Arie Belldegrun, M.D. | ||||
/s/ Cynthia M. Butitta |
Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer) |
December 10, 2014 | ||
Cynthia M. Butitta | ||||
/s/ David Bonderman* |
Member of the Board of Directors | December 10, 2014 | ||
David Bonderman | ||||
/s/ Farah Champsi* |
Member of the Board of Directors | December 10, 2014 | ||
Farah Champsi | ||||
/s/ Roy Doumani* |
Member of the Board of Directors | December 10, 2014 | ||
Roy Doumani | ||||
/s/ Joshua A. Kazam* |
Member of the Board of Directors | December 10, 2014 | ||
Joshua A. Kazam | ||||
/s/ Ran Nussbaum* |
Member of the Board of Directors | December 10, 2014 | ||
Ran Nussbaum | ||||
/s/ Steven B. Ruchefsky* |
Member of the Board of Directors | December 10, 2014 | ||
Steven B. Ruchefsky | ||||
/s/ Jonathan M. Peacock* |
Member of the Board of Directors | December 10, 2014 | ||
Jonathan M. Peacock |
* | Pursuant to Power of Attorney |
By: | /s/ Arie Belldegrun | |
Arie Belldegrun, M.D. |
EXHIBIT INDEX
Exhibit Number |
Description | |
5.1 | Opinion of Cooley LLP. | |
23.1 | Consent of Crowe Horwath LLP, an Independent Registered Public Accounting Firm. | |
23.2 | Consent of Cooley LLP. Reference is made to Exhibit 5.1. | |
24.1 | Power of Attorney (included on the signature page of the Registration Statement on Form S-1 (File No. 333-200615), filed with the Commission on November 26, 2014 and incorporated herein by reference). |