Attached files

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EX-5.1 - EX-5.1 - Salarius Pharmaceuticals, Inc.a14-23004_12ex5d1.htm
EX-23.1 - EX-23.1 - Salarius Pharmaceuticals, Inc.a14-23004_12ex23d1.htm

 

As filed with the Securities and Exchange Commission on January 28, 2015

Registration No. 333-          

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-1

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

Flex Pharma, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Delaware

 

2834

 

46-5087339

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

800 Boylston Street, 24th Floor

Boston, MA 02199

(617) 874-1821

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

 


 

Christoph Westphal, M.D., Ph.D.

President and Chief Executive Officer

Flex Pharma, Inc.

800 Boylston Street, 24th Floor

Boston, MA 02199

(617) 874-1821

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

 


 

Copies to:

 

Lester Fagen

Marc Recht

Miguel Vega

Cooley LLP

500 Boylston Street, 14th Floor

Boston, Massachusetts 02116

(617) 937-2300

 

Peter N. Handrinos

Nathan Ajiashvili

Latham & Watkins LLP

John Hancock Tower
200 Clarendon Street

Boston, Massachusetts 02116
(617) 948-6000

 


 

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, as amended (the “Securities Act”), check the following box.  o

 

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 (File No. 333-201276)

 

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.  o

 

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.  o

 

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

o

 

Accelerated filer

o

 

 

 

 

 

Non-accelerated filer

x (Do not check if a smaller reporting company)

 

Smaller reporting company

o

 

CALCULATION OF REGISTRATION FEE

 

TITLE OF EACH CLASS OF SECURITIES TO BE
REGISTERED

 

AMOUNT TO BE
REGISTERED(1)

 

PROPOSED
MAXIMUM
OFFERING PRICE
PER SHARE(2)

 

PROPOSED
MAXIMUM
AGGREGATE
OFFERING
PRICE(2)

 

AMOUNT OF
REGISTRATION FEE(2)(3)

 

Common Stock, $0.0001 par value per share

 

902,750

 

$

16.00

 

$

14,444,000

 

$

1,679

 

 

(1)          The shares being registered pursuant to this Registration Statement are in addition to the 5,307,250 shares registered pursuant to the Registrant’s Registration Statement on Form S-1 (Registration No. 333-201276). Includes 117,750 shares that the underwriters have the option to purchase.

(2)   Based on the initial public offering price.

(3)   Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

 

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 is being filed with the Securities and Exchange Commission (the “Commission”) with respect to the registration of additional shares of common stock, par value $0.0001 per share, of Flex Pharma, Inc., a Delaware corporation,  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 and all information incorporated by reference therein, the Registration Statement on Form S-1 (Registration No. 333-201276), which was declared effective by the Commission on January 28, 2015, and is being filed solely for the purpose of increasing the aggregate number of shares to be offered in the public offering by 902,750 shares including the shares that may be sold pursuant to the underwriters’ option to purchase additional shares.

 

The required opinions and consents are listed on the Exhibit Index attached hereto.

 



 

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 Boston, State of Massachusetts, on the 28th day of January, 2015.

 

 

FLEX PHARMA, INC.

 

 

 

By:

/s/ Christoph Westphal

 

 

Christoph Westphal, M.D., Ph.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/ Christoph Westphal

 

President, Chief Executive Officer,

 

January 28 , 2015

Christoph Westphal, M.D., Ph.D.

 

Chairman of the Board of Directors
(Principal Executive Officer)

 

 

 

 

 

 

January 28 , 2015

/s/ John McCabe

 

Vice President, Finance

 

 

John McCabe

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

/s/ Peter Barton Hutt*

 

Member of the Board of Directors

 

January 28 , 2015

Peter Barton Hutt

 

 

 

 

 

 

 

 

 

/s/ Marc Kozin*

 

Member of the Board of Directors

 

January 28 , 2015

Marc Kozin

 

 

 

 

 

 

 

 

 

/s/ Stephen Kraus*

 

Member of the Board of Directors

 

January 28 , 2015

Stephen Kraus

 

 

 

 

 

 

 

 

 

/s/ Stuart Randle*

 

Member of the Board of Directors

 

January 28 , 2015

Stuart Randle

 

 

 

 

 

 

 

 

 

/s/ John Sculley*

 

Member of the Board of Directors

 

January 28 , 2015

John Sculley

 

 

 

 

 

*Pursuant to power of attorney

 

By:

/s/ John McCabe

 

 

John McCabe

 

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description of Document

 5.1

 

Opinion of Cooley LLP.

 

 

 

23.1

 

Consent of Ernst & Young LLP, an Independent Registered Public Accounting Firm.

 

 

 

23.2

 

Consent of Cooley LLP. Reference is made to Exhibit 5.1.

 

 

 

24.1(1)

 

Power of Attorney.

 


(1)                                 Included on the signature page of Registration Statement on Form S-1 (File No. 333-201276), filed with the Securities and Exchange Commission on January 13, 2015, and incorporated herein by reference.

 

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