Attached files

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EX-23.1 - EX-23.1 - RHYTHM PHARMACEUTICALS, INC.a15-20842_14ex23d1.htm
EX-5.1 - EX-5.1 - RHYTHM PHARMACEUTICALS, INC.a15-20842_14ex5d1.htm

 

As filed with the Securities and Exchange Commission on October 4, 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

 


 

RHYTHM PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

 


 

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)

 

2834
(Primary Standard Industrial
Classification Code Number)

 

46-2159271
(I.R.S. Employer
Identification Number)

 


 

500 Boylston Street

11th Floor

Boston, MA 02116

(857) 264-4280

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

 


 

Keith M. Gottesdiener, M.D.

Chief Executive Officer and President

Rhythm Pharmaceuticals, Inc.

500 Boylston Street

11th Floor

Boston, MA 02116

(857) 264-4280

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

 


 

Please send copies of all communications to:

 

Julio E. Vega
Laurie A. Cerveny
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, MA 02110
(617) 951-8000

 

Steven D. Singer
Lisa Firenze
Wilmer Cutler Pickering Hale and Dorr LLP
7 World Trade Center
New York, NY 10007
(212) 230-8000

 

Approximate date of commencement of the 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, 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.  x (File No. 333-220337)

 

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, 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. (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

Emerging growth company x

 

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 13(a) of the Exchange Act. o

 


 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities
to be Registered

 

Proposed Maximum
Aggregate Offering
Price(1)(2)

 

Amount of
Registration Fee(3)

 

Common Stock, $0.001 par value per share

 

$

23,000,000

 

$

2,863.50

 

 

(1)

Includes shares of our common stock that the underwriters have the option to purchase.

(2)

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

(3)

This registration fee is calculated pursuant to Rule 457(o) under the Securities Act. The $23,000,000 proposed maximum aggregate offering price is in addition to the $115,000,000 proposed maximum aggregate offering price registered pursuant to the Registrant’s registration statement on Form S-1 (File No. 333-220337). A registration fee was previously paid in connection with that registration statement.

 

 

 

This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) 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 additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, the exhibit index, and exhibits. Pursuant to Rule 462(b), the contents of the registration statement on Form S-1 (File No. 333-220337), including all amendments and exhibits thereto, which was declared effective by the Commission on October 4, 2017, are incorporated herein by reference into this registration statement and this registration statement is being filed solely for the purpose of registering an increase in the maximum aggregate offering price of $23,000,000.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Boston, Commonwealth of Massachusetts on October 4, 2017.

 

 

RHYTHM PHARMACEUTICALS, INC.

 

 

 

 

By:

/s/ KEITH M. GOTTESDIENER

 

 

Keith M. Gottesdiener

 

 

Chief Executive Officer, President and Director

 

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Name

 

Title

 

Date

/s/ KEITH M. GOTTESDIENER

 

Chief Executive Officer, President and Director

 

October 4, 2017

Keith M. Gottesdiener

 

(Principal Executive Officer)

 

 

 

 

 

 

 

/s/ HUNTER SMITH

 

Chief Financial Officer and Treasurer (Principal

 

October 4, 2017

Hunter Smith

 

Financial and Accounting Officer)

 

 

 

 

 

 

 

*

 

Controller

 

October 4, 2017

John J. Hulburt

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 4, 2017

Neil Exter

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 4, 2017

Todd Foley

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 4, 2017

Christophe R. Jean

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 4, 2017

Ed Mathers

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 4, 2017

Jonathan T. Silverstein

 

 

 

 

 

 

 

 

 

*

 

Director

 

October 4, 2017

David W. J. McGirr

 

 

 

 

 

 

 

 

 

*

 

Director, Chairman of the Board

 

October 4, 2017

David P. Meeker

 

 

 

 

 

 

 

 

 

*By:

/s/ KEITH M. GOTTESDIENER

 

 

 

October 4, 2017

 

Keith M. Gottesdiener

 

 

 

 

 

Attorney-in-Fact

 

 

 

 

 

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