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EX-23.1 - EX-23.1 - Dyne Therapeutics, Inc.d920854dex231.htm
EX-5.1 - EX-5.1 - Dyne Therapeutics, Inc.d920854dex51.htm

As filed with the Securities and Exchange Commission on September 16, 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

 

 

DYNE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2834   36-4883909

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

830 Winter Street

Waltham, Massachusetts 02451

(781) 786-8230

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

 

 

Joshua T. Brumm

President and Chief Executive Officer

Dyne Therapeutics, Inc.

830 Winter Street

Waltham, Massachusetts 02451

(781) 786-8230

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

 

 

Copies to:

 

Stuart M. Falber

Jeffries L. Oliver-Li

Scott N. Lunin

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

Telephone: (617) 526-6000

 

Brian F. Leaf

Brent B. Siler

Divakar Gupta

Michael Tenta

Cooley LLP

One Freedom Square, Reston Town Center

11951 Freedom Drive

Reston, Virginia 20190

Telephone: (703) 456-8000

 

 

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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-248414

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 (2)

 

Proposed

Maximum

Aggregate

Offering Price (2)

 

Amount of

Registration Fee

Common Stock, $0.0001 par value per share

  2,244,314 shares   $19.00   $42,641,966   $5,535

 

 

 

(1)

Includes 292,736 shares of common stock the underwriters have the option to purchase.

(2)

Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, based on the initial public offering price.

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.0001 per share, of Dyne Therapeutics, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-248414), which was declared effective by the Securities and Exchange Commission on September 16, 2020, are incorporated in this registration statement by reference.

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

EXHIBIT INDEX

 

Exhibit
Number

  

Description of Exhibit

5.1    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1    Consent of Deloitte & Touche LLP
23.2    Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
24.1    Power of Attorney (incorporated by reference to the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-248414) filed with the Securities and Exchange Commission on August 25, 2020)


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 16th day of September, 2020.

 

DYNE THERAPEUTICS, INC.

By:  

/s/ Joshua Brumm

Joshua Brumm

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Joshua Brumm

Joshua Brumm

   President, Chief Executive Officer and Director (principal executive officer)   September 16, 2020

/s/ Richard Scalzo

Richard Scalzo

  

Vice President of Accounting and

Administration and Treasurer (principal financial and accounting officer)

  September 16, 2020

*

Jason Rhodes

   Director and Chairman of the Board   September 16, 2020

*

Ed Hurwitz

   Director   September 16, 2020

*

Dirk Kersten

   Director   September 16, 2020

*

Lawrence Klein, Ph.D.

   Director   September 16, 2020

*

David Lubner

   Director   September 16, 2020

*

Catherine Stehman-Breen, M.D.

   Director  

September 16, 2020

 

*By:  

/s/ Joshua Brumm

 

Joshua Brumm

Attorney-in-fact