Attached files
file | filename |
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EX-23.1 - EX-23.1 - Synthorx, Inc. | d668101dex231.htm |
EX-5.1 - EX-5.1 - Synthorx, Inc. | d668101dex51.htm |
As filed with the U.S. Securities and Exchange Commission on December 6, 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
Synthorx, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 2834 | 46-4709185 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
11099 N. Torrey Pines Road, Suite 190
La Jolla, California 92037
(858) 750-4700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Laura K. Shawver, Ph.D.
President and Chief Executive Officer
Synthorx, Inc.
11099 N. Torrey Pines Road, Suite 190
La Jolla, California 92037
(858) 750-4700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Kenneth J. Rollins, Esq. Cooley LLP 4401 Eastgate Mall San Diego, California 92121 (858) 550-6000 |
Christian V. Kuhlen, Esq. General Counsel Synthorx, Inc. 11099 N. Torrey Pines Road, Suite 190 La Jolla,
California 92037 |
Cheston J. Larson, Esq. Matthew T. Bush, Esq. Latham & Watkins LLP 12670 High Bluff Drive San Diego, California 92130 (858) 523-5400 |
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, 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. ☒ (File No. 333-228355)
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, 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.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided in Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
| ||||
Title of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee | ||
Common Stock, $0.001 par value per share |
$25,115,996 | $3,045 | ||
| ||||
|
(1) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act. Includes the offering price of additional shares that the underwriters have the option to purchase. |
(2) | The shares being registered pursuant to this Registration Statement are in addition to the $125,580,000 of shares registered pursuant to the Registrants Registration Statement on Form S-1 (Registration No. 333-228355). |
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 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 Synthorx, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto and all information incorporated by reference therein, the Registration Statement on Form S-1 (Registration No. 333-228355) (the Prior Registration Statement), which was declared effective by the Commission on December 6, 2018, and is being filed solely for the purpose of increasing the aggregate offering price of shares to be offered in the public offering by $25,115,996, including the offering price of shares that may be sold pursuant to the underwriters option to purchase additional shares. The additional shares of common stock 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.
The required opinion and consents are listed in the Exhibit Index below and are filed herewith.
EXHIBIT INDEX
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 South San Francisco, State of California, on the 6th day of December, 2018.
SYNTHORX, INC. | ||
By: | /s/ Laura Shawver, Ph.D. | |
Laura Shawver, Ph.D. 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.
Signature |
Title |
Date | ||
/s/ Laura Shawver, Ph.D.
Laura Shawver, Ph.D. |
President, Chief Executive Officer and (Principal Executive Officer) |
December 6, 2018 | ||
/s/ Tighe Reardon
Tighe Reardon |
Acting Chief Financial Officer (Principal Financial and Accounting Officer) |
December 6, 2018 | ||
*
Vickie Capps |
Member of the Board of Directors | December 6, 2018 | ||
*
Peter Kolchinsky, Ph.D. |
Member of the Board of Directors | December 6, 2018 | ||
*
Jay Lichter, Ph.D. |
Member of the Board of Directors | December 6, 2018 | ||
*
Floyd Romesberg, Ph.D. |
Member of the Board of Directors | December 6, 2018 | ||
*
Peter Thompson, M.D. |
Member of the Board of Directors | December 6, 2018 | ||
*
Pratik Shah, Ph.D. |
Member of the Board of Directors | December 6, 2018 |
*By:
|
/s/ Laura Shawver, Ph.D.
| |
Laura Shawver, Ph.D. Attorney-in-fact |