SteadyMed Ltd. - FORM S-1/A - March 16, 2015

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EX-5.1 - EX-5.1 - SteadyMed Ltd.a14-20867_8ex5d1.htm

 

As filed with the Securities and Exchange Commission on March 16, 2015.

 

Registration No. 333-201949

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Amendment No. 2

to

Form S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

 

SteadyMed Ltd.

(Exact name of registrant as specified in its charter)

 

Israel
(State or other jurisdiction of
incorporation or organization)

 

2834
(Primary Standard Industrial
Classification Code Number)

 

Not Applicable
(I.R.S. Employer
Identification Number)

 

SteadyMed Ltd.

5 Oppenheimer Street

Rehovot 7670105, Israel

+972-3-6449556

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

 

Jonathan M.N. Rigby

President and Chief Executive Officer

SteadyMed Therapeutics, Inc.

2410 Camino Ramon

San Ramon, California 94583

(925) 272-4999

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

Copies to:

 

James C. Kitch
Michael E. Tenta
Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304
(650) 843-5000

Einat Katzenell
Diana Zatuchna
Katzenell Dimant Frank
89 Medinat Hayehudim St.
Herzeliya Business Park
Building E, 9th Floor
Herzeliya Pituach 4614001
Israel

Shlomo Landress
Amit, Pollak, Matalon & Co.
17 Yitzhak Sade, Nizba Building
Tel Aviv 6777517
Israel

Cheryl V. Reicin
Mile T. Kurta
Torys LLP
1114 Avenue of the Americas, 23rd Floor
New York, New York 10036
(212) 880-6000

Chaim Friedland, Adv.
Ari Fried, Adv.
Gornitzky & Co.
Zion House
45 Rothschild Blvd.
Tel Aviv 6578403, Israel
+972-3-710-9191

 

 

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, 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. o

 

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. (Check one):

 

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

 

 

Number of Shares
to be Registered(1)

 

 

Proposed Maximum
Offering Price
Per Share(2)

 

 

Proposed Maximum
Aggregate Offering
Price(2)

 

 

Amount of
Registration Fee(3)

 

Ordinary shares, nominal value NIS 0.01 per share

 

 

4,887,500

 

 

$14.00

 

 

$68,425,000

 

 

$7,951

 

 

(1)                                     Includes an additional 637,500 that the underwriters have the option to purchase.

 

(2)                                     Estimated solely for the purpose of computing the amount of registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

 

(3)                                     Previously paid.

 

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

 


 

EXPLANATORY NOTE

 

This Amendment No. 2 to Registration Statement on Form S-1 (No. 333-201949) is being filed solely to file Exhibit 5.1, and no changes or additions are being made hereby to the prospectus constituting Part I of this Registration Statement or to Items 13 through 15 or 17 of Part II of this Registration Statement.

 

Accordingly, such prospectus constituting Part I of this Registration Statement and Items 13 through 15 or 17 of Part II of this Registration Statement have not been included herein.

 

 


 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.  Exhibits and Financial Statement Schedule

 

(a)                                 Exhibits.

 

The following exhibits are included herein or incorporated herein by reference:

 

Exhibit
Number

 

Description of Document

 

 

 

1.1**

 

Form of Underwriting Agreement

 

 

 

3.1**

 

Ninth Amended and Restated Articles of Association of the Registrant

 

 

 

3.2**

 

Form of Restated Articles of Association of the Registrant, to be in effect upon completion of this offering

 

 

 

4.1**

 

Fourth Amended Investor Rights Agreement, dated February 24, 2014, by and among the Registrant and certain of its shareholders

 

 

 

5.1

 

Opinion of Amit, Pollak, Matalon & Co.

 

 

 

10.1+**

 

SteadyMed Ltd. Amended and Restated 2009 Stock Incentive Plan and forms of agreements relating thereto

 

 

 

10.2+**

 

SteadyMed Ltd. 2013 Stock Incentive Subplan and forms of agreements relating thereto

 

 

 

10.3#**

 

Supply Agreement, dated December 10, 2013

 

 

 

10.4**

 

Lease, dated September 20, 2012, by and between the Registrant and Annabel Investment Company

 

 

 

10.5**

 

First Lease Addendum, dated June 11, 2013, by and between the Registrant and Annabel Investment Company

 

 

 

10.6**

 

Lease Agreement, dated May 9, 2012, by and between the Registrant and Bacher and Sons (1983) and Food Supply and Marketing Ltd.

 

 

 

10.7**

 

Amendment to Lease Agreement, dated February 10, 2015, by and between the Registrant and Bechar & Sons (1983) Food Supply and Marketing Ltd.

 

 

 

10.8**

 

Loan and Security Agreement, dated February 20, 2013, by and between SteadyMed Therapeutics, Inc. and Square 1 Bank

 

 

 

10.9**

 

First Amendment to Loan and Security Agreement, dated March 20, 2013, by and between SteadyMed Therapeutics, Inc. and Square 1 Bank

 

 

 

10.10**

 

Employment Agreement by and between SteadyMed Therapeutics, Inc. and Jonathan M.N. Rigby, to be in effect upon completion of this offering

 

 

 

10.11**

 

Employment Agreement by and between SteadyMed Therapeutics, Inc. and David W. Nassif, to be in effect upon completion of this offering

 

 

 

10.12**

 

Employment Agreement by and between SteadyMed Therapeutics, Inc. and Peter D. Noymer, to be in effect upon completion of this offering

 

 

 

10.13+**

 

Form of Indemnification Agreement by and between the Registrant and each of its directors and officers

 

 

 

21.1**

 

Subsidiaries of the Registrant

 

 

 

23.1**

 

Consent of Independent Registered Public Accounting Firm

 

II-1


 

Exhibit
Number

 

Description of Document

 

 

 

23.2

 

Consent of Amit, Pollak, Matalon & Co. (included in Exhibit 5.1)

 

 

 

24.1**

 

Power of Attorney

 

**                                  Previously filed.

 

+                                        Indicates a management contract or compensatory plan.

 

#                                         Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

 

(b)                                 Financial Statement Schedules.

 

Schedules have been omitted because they are not required or are not applicable.

 

II-2

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, California on March 16, 2015.

 

 

STEADYMED LTD.

 

 

 

 

 

By:

/s/ JONATHAN M.N. RIGBY

 

 

Name: Jonathan M.N. Rigby
Title: President and Chief Executive Officer

 

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

 

 

 

 

 

 

 

 

 

 

 

 

President and Chief Executive Office

 

March 16, 2015

/s/ JONATHAN M.N. RIGBY

 

(Principal Executive Officer) and

 

Jonathan M.N. Rigby

 

Authorized Representative in the

 

 

 

United States

 

 

 

 

 

 

 

 

 

 

 

/s/ DAVID W. NASSIF

 

Chief Financial Officer

 

March 16, 2015

David W. Nassif

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

*

 

Director

 

March 16, 2015

Keith Bank

 

 

 

 

 

 

*

 

Director

 

March 16, 2015

Stephen J. Farr

 

 

 

 

 

 

*

 

Director

 

March 16, 2015

Ron Ginor

 

 

 

 

 

 

 

 

Director

 

 

Donald D. Huffman

 

 

 

 

 

 

*

 

Director

 

March 16, 2015

Brian J. Stark

 

 

 

 

 

 

*

 

Director

 

March 16, 2015

William S. Slattery

 

 

 

 

 

 

*By:

/s/ JONATHAN M.N. RIGBY

 

 

 

 

 

Attorney-in-fact

 

 

 

 

 

II-3

 


 

EXHIBIT INDEX

 

Exhibit
Number

 

Description of Document

 

 

 

1.1**

 

Form of Underwriting Agreement

 

 

 

3.1**

 

Ninth Amended and Restated Articles of Association of the Registrant

 

 

 

3.2**

 

Form of Restated Articles of Association of the Registrant, to be in effect upon completion of this offering

 

 

 

4.1**

 

Fourth Amended Investor Rights Agreement, dated February 24, 2014, by and among the Registrant and certain of its shareholders

 

 

 

5.1

 

Opinion of Amit, Pollak, Matalon & Co.

 

 

 

10.1+**

 

SteadyMed Ltd. Amended and Restated 2009 Stock Incentive Plan and forms of agreements relating thereto

 

 

 

10.2+**

 

SteadyMed Ltd. 2013 Stock Incentive Subplan and forms of agreements relating thereto

 

 

 

10.3#**

 

Supply Agreement, dated December 10, 2013

 

 

 

10.4**

 

Lease, dated September 20, 2012, by and between the Registrant and Annabel Investment Company

 

 

 

10.5**

 

First Lease Addendum, dated June 11, 2013, by and between the Registrant and Annabel Investment Company

 

 

 

10.6**

 

Lease Agreement, dated May 9, 2012, by and between the Registrant and Bacher and Sons (1983) and Food Supply and Marketing Ltd.

 

 

 

10.7**

 

Amendment to Lease Agreement, dated February 10, 2015, by and between the Registrant and Bechar & Sons (1983) Food Supply and Marketing Ltd.

 

 

 

10.8**

 

Loan and Security Agreement, dated February 20, 2013, by and between SteadyMed Therapeutics, Inc. and Square 1 Bank

 

 

 

10.9**

 

First Amendment to Loan and Security Agreement, dated March 20, 2013, by and between SteadyMed Therapeutics, Inc. and Square 1 Bank

 

 

 

10.10**

 

Employment Agreement by and between SteadyMed Therapeutics, Inc. and Jonathan M.N. Rigby, to be in effect upon completion of this offering

 

 

 

10.11**

 

Employment Agreement by and between SteadyMed Therapeutics, Inc. and David W. Nassif, to be in effect upon completion of this offering

 

 

 

10.12**

 

Employment Agreement by and between SteadyMed Therapeutics, Inc. and Peter D. Noymer, to be in effect upon completion of this offering

 

 

 

10.13+**

 

Form of Indemnification Agreement by and between the Registrant and each of its directors and officers

 

 

 

21.1**

 

Subsidiaries of the Registrant

 

 

 

23.1**

 

Consent of Independent Registered Public Accounting Firm

 

 

 

23.2

 

Consent of Amit, Pollak, Matalon & Co. (included in Exhibit 5.1)

 

 

 

24.1**

 

Power of Attorney

 

**                                  Previously filed.

 

+                                         Indicates a management contract or compensatory plan.

 

#                                         Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission.

 

 

SteadyMed Ltd. Reports