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EX-23.1 - EX-23.1 - C4 Therapeutics, Inc.d772024dex231.htm
EX-5.1 - EX-5.1 - C4 Therapeutics, Inc.d772024dex51.htm

As filed with the Securities and Exchange Commission on October 1, 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

 

 

C4 THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2836   47-5617627

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

C4 Therapeutics, Inc.

490 Arsenal Way, Suite 200

Watertown, Massachusetts 02472

(617) 231-0700

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

 

 

Copies to:

 

Lawrence S. Wittenberg, Esq.
Edwin O’Connor, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
 

Jolie M. Siegel

Chief Legal Officer

C4 Therapeutics, Inc.
490 Arsenal Way, Suite 200

Watertown, MA 02472
(617) 231-0700

 

Divakar Gupta

Brent B. Siler

Richard Segal

Cooley LLP

55 Hudson Yards

New York, NY 10001-2157

(212) 479-6000

 

 

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. ☒ - 333-248719

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

aggregate offering
price per share

 

Proposed

maximum

aggregate

offering price

  Amount of
registration fee(2)

Common stock, par value $0.0001 per share

  892,400   $19.00   $16,955,600   $1,849.86

 

(1)

Represents only the additional number of shares being registered and includes 116,400 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares to cover over-allotments, if any. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1 (File No. 333–248719).

(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 $182,656,800.00 on a Registration Statement on Form S-1 (File No. 333–248719), which was declared effective by the Securities and Exchange Commission on October 1, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $16,955,600 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 BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by C4 Therapeutics, Inc. (the “Registrant”) by 892,400 shares, 116,400 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333–248719), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, including all amendments and exhibits thereto, which was declared effective by the Commission on October 1, 2020, or the Prior Registration Statement, are incorporated by reference into this Registration Statement.

The 892,400 additional shares of common stock, which includes 116,400 additional shares that the underwriters have the option to purchase, 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 on an Exhibit Index attached hereto and filed herewith or incorporated by reference herein.


EXHIBIT INDEX

 

Exhibit
No.

  

Exhibit Index

5.1    Opinion of Goodwin Procter LLP
23.1    Consent of KPMG LLP, Independent Registered Public Accounting Firm
23.2    Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1*    Power of Attorney

 

*

Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-248719), originally filed with the Securities and Exchange Commission on September 10, 2020 and incorporated by reference herein.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, C4 Therapeutics, Inc. has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Watertown, Commonwealth of Massachusetts, on the 1st day of October, 2020.

 

C4 Therapeutics, Inc.

 

By:  

/s/ Marc A. Cohen

Name:   Marc A. Cohen
  Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in their capacities and on the date indicated.

 

SIGNATURE

  

TITLE

 

DATE

/s/ Marc A. Cohen

Marc A. Cohen

  

Co-Founder, Executive Chairman, Director and

Chief Executive Officer

(Principal Executive Officer)

  October 1, 2020

/s/ William McKee

William McKee

  

Chief Financial Officer

(Principal Financial Officer)

  October 1, 2020

/s/ Laura J. Wahlberg

Laura J. Wahlberg

  

Vice President of Finance and Corporate Controller

(Principal Accounting Officer)

  October 1, 2020

/s/ Andrew Hirsch

Andrew Hirsch

  

President and Director

  October 1, 2020

*

Kenneth C. Anderson, M.D.

  

Director

  October 1, 2020

*

Alain J. Cohen

  

Director

  October 1, 2020

*

Bruce Downey

  

Director

  October 1, 2020

*

Elena Prokupets, Ph.D.

  

Director

  October 1, 2020

*

Malcolm Salter

  

Director

  October 1, 2020

 

*By:  

/s/ William McKee

William McKee

Attorney-in-fact