Attached files
file | filename |
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EX-23.1 - EX-23.1 - Deciphera Pharmaceuticals, Inc. | d463282dex231.htm |
EX-5.1 - EX-5.1 - Deciphera Pharmaceuticals, Inc. | d463282dex51.htm |
As filed with the Securities and Exchange Commission on September 27, 2017.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
DECIPHERA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 30-1003521 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
500 Totten Pond Road
Waltham, MA 02451
(781) 209-6400
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Michael D. Taylor, Ph.D.
President & Chief Executive Officer
500 Totten Pond Road
Waltham, MA 02451
(781) 209-6400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Richard A. Hoffman, Esq. Edwin M. OConnor, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 |
Richard D. Truesdell Jr., Esq. Marcel R. Fausten, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York (212) 450-4000 |
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. ☒ File No. 333-220299
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, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth 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) | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price
Per |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee | ||||
Common Stock, par value $0.01 per share |
1,437,500 |
$ 17.00 | $ 24,437,500 | $ 2,833 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares being registered and includes 187,500 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. 333-220299). |
(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 $122,187,500 on a Registration Statement on Form S-1 (File No. 333-220299), which was declared effective by the Securities and Exchange Commission on September 27, 2017. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $24,437,500 is hereby registered, which includes shares issuable upon the exercise of the underwriters option to purchase additional shares. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.01 per share, of Deciphera Pharmaceuticals, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-220299), which was declared effective by the Commission on September 27, 2017, 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 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 Waltham, Commonwealth of Massachusetts, on the 27th day of September, 2017.
DECIPHERA PHARMACEUTICALS, INC. | ||
By: | /s/ Michael D. Taylor | |
Michael D. Taylor, Ph.D. | ||
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 person in the capacities and on the date indicated.
Name |
Title |
Date | ||
/s/ Michael D. Taylor |
President, Chief Executive Officer and Director | |||
Michael D. Taylor, Ph.D. | (Principal Executive Officer) | September 27, 2017 | ||
/s/ Thomas P. Kelly |
Chief Financial Officer | |||
Thomas P. Kelly | (Principal Financial and Accounting Officer) | September 27, 2017 | ||
* |
||||
Patricia L. Allen | Director | September 27, 2017 | ||
* |
||||
Edward J. Benz, Jr., M.D. | Director | September 27, 2017 | ||
* |
||||
James A. Bristol, Ph.D. | Director | September 27, 2017 | ||
* |
||||
John R. Martin | Director | September 27, 2017 | ||
* |
||||
Liam Ratcliffe, M.D., Ph.D | Director | September 27, 2017 | ||
* |
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Michael Ross, Ph.D | Director | September 27, 2017 | ||
* |
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Dennis L. Walsh | Director | September 27, 2017 | ||
*By: /s/ Michael D. Taylor |
||||
Michael D. Taylor, Ph.D. | Attorney-in-fact | September 27, 2017 |
EXHIBIT INDEX
Exhibit No. |
Exhibit Index | |
5.1 | Opinion of Goodwin Procter LLP | |
23.1 | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | |
23.2 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
24.1** | Power of Attorney |
** | Previously filed. |