Attached files
file | filename |
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EX-23.1 - EX-23.1 - 4D Molecular Therapeutics Inc. | d51955dex231.htm |
EX-5.1 - EX-5.1 - 4D Molecular Therapeutics Inc. | d51955dex51.htm |
As filed with the Securities and Exchange Commission on December 10, 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
4D Molecular Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
Delaware | 2836 | 47-3506994 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
5858 Horton Street #455
Emeryville, California 94608
(510) 505-2680
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
David Kirn, M.D.
Chief Executive Officer
5858 Horton Street #455
Emeryville, California 94608
(510) 505-2680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Alan C. Mendelson | August J. Moretti | Dave Peinsipp | ||
Benjamin A. Potter | Chief Financial Officer | Charles S. Kim | ||
Phillip S. Stoup | 4D Molecular Therapeutics, Inc. | Kristin VanderPas | ||
Latham & Watkins LLP | 5858 Horton Street #455 | Will H. Cai | ||
140 Scott Drive | Emeryville, California 94608 | Cooley LLP | ||
Menlo Park, California 94025 | (510) 505-2680 | 101 California Street, 5th Floor | ||
(650) 328-4600 | San Francisco, California 94111 | |||
(415) 693-2000 |
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. ☒ (File No. 333-250150)
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 elected not to use the extended transition period for complying with any new or revised financial accounting standards provided 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 |
1,610,000 | $23.00 | $37,030,000 | $4,039.98 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares being registered and includes 210,000 additional shares that the underwriters have the option to purchase. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, the amount being registered does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-250150). |
(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 $23.00 on a Registration Statement on Form S-1, as amended (File No. 333-250150), which was declared effective by the Securities and Exchange Commission on December 10, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $37,030,000 is hereby registered. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of 1,610,000 additional shares of common stock, par value $0.0001 per share, 210,000 of which are subject to purchase upon exercise of the underwriters option to purchase additional shares, of 4D Molecular Therapeutics, Inc., a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-250150) (the Prior Registration Statement), which was declared effective by the Securities and Exchange Commission on December 10, 2020, are incorporated in this registration statement by reference. This registration statement is being filed solely to increase the amount of securities offered pursuant to the Prior Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
Exhibit Index
Exhibit No. |
Description | |
5.1 | Opinion of Latham & Watkins LLP. | |
23.1 | Consent of Independent Registered Public Accounting Firm. | |
23.2 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
24.1(1) | Power of Attorney. |
(1) | Previously filed on the signature page to the Registrants Registration Statement on Form S-1, as amended (File No. 333-250150), originally filed with the Securities and Exchange Commission on November 17, 2020 and incorporated by reference herein. |
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Emeryville, California on December 10, 2020.
4D Molecular Therapeutics, Inc. | ||
By: | /s/ David Kirn | |
David Kirn, M.D. Chief Executive Officer |
Power of Attorney
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/ David Kirn David Kirn |
Chief Executive Officer and Director (Principal Executive Officer) |
December 10, 2020 | ||
/s/ August J. Moretti August J. Moretti |
Chief Financial Officer (Principal Financial and Accounting Officer) |
December 10, 2020 | ||
* John F. Milligan, Ph.D. |
Executive Chairman | December 10, 2020 | ||
* William Burkoth |
Director | December 10, 2020 | ||
* Jacob Chacko, Ph.D. |
Director | December 10, 2020 | ||
* Susannah Gray |
Director | December 10, 2020 | ||
* Nancy Miller-Rich |
Director | December 10, 2020 | ||
* David Schaffer, Ph.D. |
Director | December 10, 2020 | ||
* Charles P. Theuer, M.D., Ph.D. |
Director | December 10, 2020 | ||
* Shawn Cline Tomasello, MBA |
Director | December 10, 2020 | ||
* Tony Yao, M.D., Ph.D. |
Director | December 10, 2020 |
*By: | /s/ David Kirn | |
David Kirn Attorney-in-Fact |