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 |
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2834 |
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46-5087339 |
(State or Other Jurisdiction of Incorporation or Organization) |
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(Primary Standard Industrial Classification Code Number) |
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(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 Registrants 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 |
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Peter N. Handrinos Nathan Ajiashvili Latham & Watkins LLP John Hancock Tower Boston, Massachusetts 02116 |
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 |
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Accelerated filer |
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Non-accelerated filer |
x (Do not check if a smaller reporting company) |
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Smaller reporting company |
o |
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF SECURITIES TO BE |
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AMOUNT TO BE |
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PROPOSED |
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PROPOSED |
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AMOUNT OF |
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Common Stock, $0.0001 par value per share |
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902,750 |
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$ |
16.00 |
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$ |
14,444,000 |
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$ |
1,679 |
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(1) The shares being registered pursuant to this Registration Statement are in addition to the 5,307,250 shares registered pursuant to the Registrants 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.
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FLEX PHARMA, INC. | |
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By: |
/s/ Christoph Westphal |
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Christoph Westphal, M.D., Ph.D. |
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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 |
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Title |
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Date |
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/s/ Christoph Westphal |
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President, Chief Executive Officer, |
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January 28 , 2015 |
Christoph Westphal, M.D., Ph.D. |
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Chairman of the Board of Directors |
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January 28 , 2015 |
/s/ John McCabe |
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Vice President, Finance |
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John McCabe |
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(Principal Financial and Accounting Officer) |
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/s/ Peter Barton Hutt* |
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Member of the Board of Directors |
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January 28 , 2015 |
Peter Barton Hutt |
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/s/ Marc Kozin* |
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Member of the Board of Directors |
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January 28 , 2015 |
Marc Kozin |
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/s/ Stephen Kraus* |
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Member of the Board of Directors |
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January 28 , 2015 |
Stephen Kraus |
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/s/ Stuart Randle* |
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Member of the Board of Directors |
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January 28 , 2015 |
Stuart Randle |
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/s/ John Sculley* |
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Member of the Board of Directors |
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January 28 , 2015 |
John Sculley |
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*Pursuant to power of attorney
By: |
/s/ John McCabe |
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John McCabe |
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EXHIBIT INDEX
Exhibit |
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Description of Document |
5.1 |
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Opinion of Cooley LLP. |
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23.1 |
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Consent of Ernst & Young LLP, an Independent Registered Public Accounting Firm. |
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23.2 |
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Consent of Cooley LLP. Reference is made to Exhibit 5.1. |
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24.1(1) |
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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.