Attached files
file | filename |
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EX-5.1 - EX-5.1 - IMMUNE DESIGN CORP. | d908507dex51.htm |
EX-23.1 - EX-23.1 - IMMUNE DESIGN CORP. | d908507dex231.htm |
As filed with the Securities and Exchange Commission on April 15, 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
IMMUNE DESIGN CORP.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 26-2007174 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1616 Eastlake Ave. E., Suite 310
Seattle, Washington 98102
(206) 682-0645
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Carlos Paya, M.D., Ph.D.
President and Chief Executive Officer
Immune Design Corp.
1616 Eastlake Ave. E., Suite 310
Seattle, Washington 98102
(206) 682-0645
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Laura Berezin Jaime L. Chase Hogan Lovells US LLP 4085 Campbell Ave., Suite 100 Menlo Park, California 94025 (650) 463-4000 |
Stephen Brady Chief Business Officer Immune Design Corp. 601 Gateway Blvd., Suite 250 South San Francisco, California 94080 (650) 887-6717 |
David Peinsipp Divakar Gupta Charles S. Kim Cooley LLP 101 California Street, 5th Floor San Francisco, CA 94111 (415) 693-2000 |
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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x
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 |
Proposed Maximum Aggregate Offering Price (1) |
Amount Of Registration Fee (1) | ||
Common Stock, $0.001 par value per share |
$5,175,000 | $602 | ||
| ||||
|
(1) | The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the Securities Act), based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $86,250,000 on a Registration Statement on Form S-1 (File No. 333-203241), which was declared effective by the Securities and Exchange Commission on April 15, 2015. Includes the aggregate offering price of shares that the underwriters have the option to purchase. |
This Registration Statement shall become effective upon filing with the U.S. Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 (this 462(b) Registration Statement) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, solely for the purpose of registering an increase in the maximum aggregate offering price of $5,175,000. This 462(b) Registration Statement relates to the public offering of shares of common stock contemplated by the Registration Statement on Form S-1 (File No. 333-203241), which was initially filed on April 6, 2015, and which, as amended, was declared effective by the Securities and Exchange Commission on April 15, 2015. Pursuant to Rule 462(b), the contents of the Registration Statement on Form S-1 (File No. 333-203241), including the exhibits thereto, are hereby incorporated by reference into this 462(b) Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. | Exhibits and Financial Statement Schedules. |
(a) | Exhibits |
The exhibits to the registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.
(b) | Financial Statements Schedules: |
No financial statement schedules are provided, because the information called for is not required or is shown either in the financial statements or the notes thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, in the State of California, on this 15th day of April, 2015.
IMMUNE DESIGN CORP. | ||
By: | /s/ Carlos Paya, M.D., Ph.D. | |
Carlos Paya, M.D., Ph.D. President, Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SIGNATURE |
TITLE |
DATE | ||||
/s/ Carlos Paya, M.D., Ph.D. Carlos Paya, M.D., Ph.D. |
President, Chief Executive Officer and Director (Principal Executive Officer) | April 15, 2015 | ||||
/s/ Paul Rickey Paul Rickey |
Vice President, Finance and Administration (Principal Accounting Officer and Principal Financial Officer) | April 15, 2015 | ||||
* Ed Penhoet, Ph.D. |
Chairman of the Board | April 15, 2015 | ||||
* Brian Atwood |
Director | April 15, 2015 | ||||
* David Baltimore, Ph.D. |
Director | April 15, 2015 | ||||
* Franklin Berger |
Director | April 15, 2015 | ||||
* Lewis Coleman |
Director | April 15, 2015 | ||||
* William Ringo |
Director | April 15, 2015 | ||||
* Peter Svennilson |
Director | April 15, 2015 | ||||
* | Pursuant to a Power of Attorney |
By: | Stephen Brady | |
Stephen Brady | ||
Attorney-in-Fact |
EXHIBIT INDEX
Exhibit No. |
Description | |
5.1 | Opinion of Hogan Lovells US LLP | |
23.1 | Consent of Ernst & Young LLP | |
23.2 | Consent of Hogan Lovells US LLP (included in Exhibit 5.1) | |
24.1* | Power of Attorney |
* | Previously filed on the signature page to the Registrants Registration Statement on Form S-1 (File No. 333-203241) filed by the Registrant with the Commission on April 6, 2015, and incorporated herein by reference. |