Attached files
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EX-23.1 - EX-23.1 - Entasis Therapeutics Holdings Inc. | a17-27620_12ex23d1.htm |
EX-5.1 - EX-5.1 - Entasis Therapeutics Holdings Inc. | a17-27620_12ex5d1.htm |
As filed with the Securities and Exchange Commission on September 25, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Entasis Therapeutics Holdings Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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2834 |
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82-4592913 |
35 Gatehouse Drive
Waltham, MA 02451
(781) 810-0120
(Address, including zip code, and telephone number, including
area code, of registrants principal executive offices)
Manoussos Perros, Ph.D.
Chief Executive Officer
Entasis Therapeutics Holdings Inc.
35 Gatehouse Drive
Waltham, MA 02451
(781) 810-0120
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Christian E. Plaza |
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Lisa Firenze |
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. o
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 (333-226920)
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, 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 |
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Accelerated filer o |
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Non-accelerated filer x |
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Smaller reporting company o |
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Emerging growth company x |
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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. x
CALCULATION OF REGISTRATION FEE
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Title of Securities |
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Amount to be |
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Proposed |
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Proposed |
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Amount of |
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Common stock, par value $0.001 per share |
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676,471 |
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$ |
15.00 |
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$ |
10,147,065 |
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$ |
1,263.31 |
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(1) Represents only the number of shares being registered pursuant to this Registration Statement, which includes 88,236 shares that the underwriters have the option to purchase to cover over-allotments and are in addition to the 5,073,529 shares that were registered pursuant to the Registrants Registration Statement on Form S-1 (File No. 333-226920), which included 661,764 shares that the underwriters have the option to purchase to cover over-allotments.
(2) Based on the public offering price.
(3) 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 $91,323,522 on a Registration Statement on Form S-1 (File No. 333-226920), which was declared effective by the Securities and Exchange Commission on September 25, 2018. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $10,147,065 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 OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement (the Registration Statement) is being filed with the Securities and Exchange Commission (the Commission) with respect to the registration of additional shares of common stock, par value $0.001 per share, of Entasis Therapeutics Holdings Inc. (the Registrant), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act). This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form S-1, as amended (File No. 333-226920) (the Prior Registration Statement), which the Commission declared effective on September 25, 2018, and is being filed solely for the purpose of increasing the number of shares to be offered in the public offering by 676,471 shares, including 88,236 shares that may be sold pursuant to the underwriters option to purchase additional shares. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
EXHIBIT INDEX
Exhibit |
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Description |
5.1 |
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23.1 |
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Consent of KPMG LLP, independent registered public accounting firm. |
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23.2 |
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24.1 |
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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 Waltham, Commonwealth of Massachusetts, on the 25th day of September, 2018.
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ENTASIS THERAPEUTICS HOLDINGS INC. | |
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By: |
/s/ MANOUSSOS PERROS |
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Manoussos Perros, Ph.D. |
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President and Chief Executive Officer |
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.
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Title |
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Date |
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/s/ MANOUSSOS PERROS |
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President, Chief Executive Officer and |
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September 25, 2018 |
Manoussos Perros, Ph.D. |
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/s/ MICHAEL GUTCH |
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Chief Financial Officer and Chief Business Officer |
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September 25, 2018 |
Michael Gutch, Ph.D. |
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* |
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Director |
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September 25, 2018 |
Nicholas Galakatos, Ph.D. |
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Director |
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September 25, 2018 |
Heather Behanna, Ph.D. |
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Director |
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September 25, 2018 |
David C. Hastings |
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Director |
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September 25, 2018 |
Gregory Norden |
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Director |
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September 25, 2018 |
Heather Preston, M.D. |
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Director |
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September 25, 2018 |
Andrew J. Staples |
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Director |
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September 25, 2018 |
James N. Topper, M.D., Ph.D. |
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*By: |
/s/ MICHAEL GUTCH |
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Michael Gutch |
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