Attached files
file | filename |
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EX-23.1 - EX-23.1 - RAPT Therapeutics, Inc. | d851342dex231.htm |
EX-5.1 - EX-5.1 - RAPT Therapeutics, Inc. | d851342dex51.htm |
As filed with the Securities and Exchange Commission on February 6, 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
RAPT THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 2834 | 47-3313701 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
561 Eccles Avenue
South San Francisco, California 94080
(650) 489-9000
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
Brian Wong, M.D., Ph.D.
President and Chief Executive Officer
RAPT Therapeutics, Inc.
561 Eccles Avenue
South San Francisco, California 94080
(650) 489-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Michael Tenta Ryan James Cooley LLP 3175 Hanover Street Palo Alto, California 94304 (650) 843-5000 |
Emily Roberts 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 this Registration Statement is declared 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. ☐
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. ☒ (333-236256)
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. (Check one):
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 Aggregate Offering Price Per Share |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee(3) | ||||
Common Stock, par value $0.0001 per share |
575,000 | $30.00 | $17,250,000 | $2,239.05 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares being registered and includes an additional 75,000 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. 333-236256). |
(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. |
(3) | The registrant previously registered 2,300,000 shares of its common stock with an aggregate offering price not to exceed $99,337,000 on a Registration Statement on Form S-1 (File No. 333-236256), which was declared effective by the Securities and Exchange Commission on February 6, 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 $17,250,000 are 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 of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 (this Registration Statement) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate number of shares of common stock offered by RAPT Therapeutics, Inc. (the Registrant) by 575,000 shares, 75,000 of which are subject to purchase upon exercise of the underwriters option to purchase additional shares of the Registrants common stock. The additional securities 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 Registration Statement on Form S-1 (File No. 333-236256) originally filed on February 4, 2020, as amended (the Prior Registration Statement). The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
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 February 6, 2020.
RAPT THERAPEUTICS, INC. | ||
By: | /s/ Brian Wong | |
Brian Wong, M.D., Ph.D. | ||
President 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/ Brian Wong Brian Wong, M.D., Ph.D. |
President, Chief Executive Officer and Director (Principal Executive Officer) |
February 6, 2020 | ||
/s/ Rodney Young Rodney Young |
Chief Financial Officer (Principal Financial Officer) |
February 6, 2020 | ||
/s/ Karen C. Lam Karen C. Lam |
Vice President, Finance and Corporate Controller (Principal Accounting Officer) |
February 6, 2020 | ||
* William Rieflin |
Chair of the Board of Directors | February 6, 2020 | ||
* Michael F. Giordano, M.D. |
Director | February 6, 2020 | ||
* David V. Goeddel, Ph.D. |
Director | February 6, 2020 | ||
* Mary Ann Gray |
Director | February 6, 2020 | ||
* Linda Kozick |
Director | February 6, 2020 | ||
* Wendye Robbins |
Director | February 6, 2020 | ||
* Pursuant to Power of Attorney |
By: | /s/ Rodney Young | |
Rodney Young | ||
Attorney-in-Fact |