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EX-23.1 - EX-23.1 - CHIASMA, INCd12274dex231.htm
EX-5.1 - EX-5.1 - CHIASMA, INCd12274dex51.htm

As filed with the Securities and Exchange Commission on July 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

 

 

CHIASMA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 2834 76-0722250

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

60 Wells Avenue, Suite 102

Newton, Massachusetts 02459

(866) 637-9703

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Mark Leuchtenberger

Chief Executive Officer

Chiasma, Inc.

60 Wells Avenue, Suite 102

Newton, Massachusetts 02459

(866) 637-9703

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Michael H. Bison

Daniel Lang

Goodwin Procter LLP

53 State Street

Exchange Place

Boston, Massachusetts 02109

(617) 570-1000

 

Divakar Gupta

Brent B. Siler

Cooley LLP

1114 Avenue of the Americas

New York, New York 10036

(212) 479-6000

 

 

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, as amended, 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-204949

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.

 

Large Accelerated Filer   ¨    Accelerated Filer   ¨
Non-Accelerated Filer (Do not check if a smaller reporting company)   x    Smaller Reporting Company   ¨

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of
Securities to be Registered
  Amount
to be
registered(1)
  Proposed
maximum
aggregate
offering price
per share
  Proposed
maximum
aggregate
offering price
  Amount of
registration fee(2)

Common stock, $0.01 par value per share

  1,155,750   $16.00   $18,492,000   $2,149

 

(1) Represents only the additional number of shares being registered and includes 150,750 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. 333-204949).
(2) The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $92,460,000 on a Registration Statement on Form S-1 (File No. 333-204949), which was declared effective by the Securities and Exchange Commission on July 15, 2015. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price per share of $16.00 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

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 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the Registration Statement on Form S-1 (File No. 333-204949) filed by Chiasma, Inc. with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on July 15, 2015, are incorporated by reference into this Registration Statement.

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 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 Boston, Massachusetts on July 15, 2015.

 

CHIASMA, INC.
By:  

/s/ Mark Leuchtenberger

  Name: Mark Leuchtenberger
  Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Mark Leuchtenberger

Mark Leuchtenberger

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

  July 15, 2015

/s/ Mark J. Fitzpatrick

Mark J. Fitzpatrick

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  July 15, 2015

*

David Stack

   Director   July 15, 2015

*

Dror Brandwein

   Director   July 15, 2015

*

Todd Foley

   Director   July 15, 2015

*

Ansbert Gadicke, M.D.

   Director   July 15, 2015

*

Bard Geesaman, M.D., Ph.D.

   Director   July 15, 2015

*

Vincent Miles, Ph.D.

   Director   July 15, 2015

*

Scott Minick

   Director   July 15, 2015

*

John Scarlett, M.D.

   Director   July 15, 2015

 

* Pursuant to Power of Attorney

 

By:  

/s/ Mark Leuchtenberger

 

Mark Leuchtenberger

Attorney-In-Fact


EXHIBIT INDEX

 

Exhibit No.

  

Exhibit Index

  5.1    Opinion of Goodwin Procter LLP
23.1    Consent of Korst Forer Gabbay & Kasierer
23.2    Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1*    Power of Attorney

 

* Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-204949), originally filed with the Securities and Exchange Commission on June 15, 2015 and incorporated by reference herein.