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EX-23.1 - EX-23.1 - Alector, Inc.d881242dex231.htm
EX-5.1 - EX-5.1 - Alector, Inc.d881242dex51.htm

As filed with the Securities and Exchange Commission on January 29, 2020.

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

ALECTOR, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   2836   82-2933343

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

131 Oyster Point Blvd. Suite 600

South San Francisco, California 94080

415-231-5660

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

 

 

Arnon Rosenthal, Ph.D.

Chief Executive Officer

Alector, Inc.

131 Oyster Point Blvd. Suite 600

South San Francisco, California 94080

415-231-5660

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

 

 

Copies to:

 

Kenneth A. Clark

Michael E. Coke

Melissa S. Rick

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, California 94304

650-493-9300

 

Stephanie Yonker, Ph.D.

Vice President, Legal

Alector, Inc.

131 Oyster Point Blvd. Suite 600

South San Francisco, California 94080

415-231-5660

 

Alan F. Denenberg

Stephen Salmon

Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, California 94025

650-752-2000

 

 

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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-236094

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      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 Share

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee(2)

Common stock, $0.0001 par value per share

  1,552,500   $25.00   $38,812,500   $5,038

 

 

(1)

Represents only the additional number of shares being registered and includes 202,500 additional shares of common stock that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the registration statement on Form S-1 (File No. 333-236094).

(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 $200,364,500 on a registration statement on Form S-1 (File No. 333-236094), which was declared effective by the Securities and Exchange Commission on January 29, 2020. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $38,812,500 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) of the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

Alector, Inc., a Delaware corporation (“Alector”), is filing this registration statement with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-1 (File No. 333-236094) originally filed on January 27, 2020, as amended, or the Prior Registration Statement, and which the Securities and Exchange Commission declared effective on January 29, 2020.

Alector is filing this registration statement for the sole purpose of increasing by 1,552,500 shares the number of shares of its common stock, par value $0.0001 per share, to be registered for sale. 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. The information set forth in the Prior Registration Statement, and all exhibits to the Prior Registration Statement, are hereby incorporated by reference into this registration statement.

The required opinions and consents are listed on the Exhibit Index attached hereto and are filed herewith.



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 South San Francisco, State of California, on the 29th day of January, 2020.

 

ALECTOR, INC.
By:  

/s/ Arnon Rosenthal

  Arnon Rosenthal, Ph.D.
  Co-Founder and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Arnon Rosenthal

Arnon Rosenthal, Ph.D.

   Chief Executive Officer and Director
(Principal Executive Officer)
  January 29, 2020

/s/ Calvin Yu

Calvin Yu

  

Vice President, Finance

(Principal Financial and Accounting Officer)

  January 29, 2020

*

Tillman Gerngross, Ph.D.

   Chairperson of the Board   January 29, 2020

*

Louis J. Lavigne, Jr.

   Director   January 29, 2020

*

Terry McGuire

   Director   January 29, 2020

*

Richard Scheller, Ph.D.

   Director   January 29, 2020

*

David Wehner

   Director   January 29, 2020

*

Kristine Yaffe, M.D.

   Director   January 29, 2020

 

*By:  

/s/ Arnon Rosenthal

  Arnon Rosenthal, Ph.D.
  Attorney-in-Fact

 

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