Attached files
file | filename |
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EX-5.1 - EX-5.1 - KalVista Pharmaceuticals, Inc. | d907686dex51.htm |
EX-23.1 - EX-23.1 - KalVista Pharmaceuticals, Inc. | d907686dex231.htm |
As filed with the Securities and Exchange Commission on April 8, 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
Carbylan Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 20-0915291 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
3181 Porter Drive
Palo Alto, CA 94304
(650) 855-6777
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
David M. Renzi
Carbylan Therapeutics, Inc.
3181 Porter Drive
Palo Alto, CA 94304
(650) 855-6777
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
David J. Saul, Esq. Ropes & Gray LLP 1900 University Ave., 6th Floor East Palo Alto, CA 94303 Telephone: (650) 617-4000 Facsimile: (650) 566-4232 |
Brian J. Cuneo, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 Telephone: (650) 328-4600 Facsimile: (650) 463-2600 |
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, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-201278
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. (Check one).
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 registered(1) |
Proposed maximum offering price per share |
Proposed maximum |
Amount of registration fee | ||||
Common Stock, $0.001 par value per share |
1,150,000 | $5.00 | $5,750,000 | $668.15 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares being registered and includes 150,000 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. 333-201278). |
(2) | Calculated solely for purposes of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. |
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 with respect to the registration of 1,150,000 additional shares of common stock, par value $0.001 per share, of Carbylan Therapeutics, Inc., a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, representing an increase in the maximum aggregate offering price of $5,750,000. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-201278), which was declared effective by the Securities and Exchange Commission on April 8, 2015, are incorporated in this registration statement by reference.
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, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California on the 8th day of April, 2015.
CARBYLAN THERAPEUTICS, INC. | ||
By: | /s/ David M. Renzi | |
Name: | David M. Renzi | |
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 | ||
/s/ David M. Renzi David M. Renzi |
President, Chief Executive Officer and Director (Principal Executive Officer) | April 8, 2015 | ||
/s/ T. Michael White T. Michael White |
Chief Financial Officer (Principal Financial and Accounting Officer) |
April 8, 2015 | ||
* Steven Basta |
Director |
April 8, 2015 | ||
* Albert Cha, M.D., PhD. |
Director |
April 8, 2015 | ||
* David Clapper |
Director |
April 8, 2015 | ||
* Keith Katkin |
Director |
April 8, 2015 | ||
* Guy Nohra |
Director |
April 8, 2015 | ||
* Edward Unkart |
Director |
April 8, 2015 | ||
* Reza Zadno, Ph.D. |
Director |
April 8, 2015 |
*By: |
/s/ David M. Renzi | |
David M. Renzi | ||
Attorney-in-Fact |
Exhibit Index
Exhibit no. |
Description | |
5.1 | Opinion of Ropes & Gray LLP | |
23.1 | Consent of PriceWaterhouseCoopers LLP, Independent Registered Public Accounting Firm. | |
23.2 | Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1) | |
24.1 | Powers of Attorney (previously filed on the signature page to the Registrants Registration Statement on Form S-1, Registration No. 333-201278, and incorporated by reference herein) |