Attached files
file | filename |
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EX-23.2 - EX-23.2 - AbCellera Biologics Inc. | d68178dex232.htm |
EX-23.1 - EX-23.1 - AbCellera Biologics Inc. | d68178dex231.htm |
EX-5.1 - EX-5.1 - AbCellera Biologics Inc. | d68178dex51.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
AbCellera Biologics Inc.
(Exact name of registrant as specified in its charter)
British Columbia | 8731 | Not Applicable | ||
(State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
incorporation or organization) | Classification Code Number) | Identification Number) |
AbCellera Biologics Inc.
2215 Yukon Street
Vancouver, BC V5Y 0A1
(604) 559-9005
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Sam Zucker Mitchell S. Bloom James Xu Goodwin Procter LLP 601 Marshall Street Redwood City, CA 94063 (650) 752-3100 |
Joseph Garcia Blake, Cassels & Graydon LLP 595 Burrard Street, Suite 2600 Vancouver, BC V7X 1L3 Canada (604) 631-3300 |
Carl L. G. Hansen, Ph.D. Andrew Booth Tryn T. Stimart AbCellera Biologics Inc. 2215 Yukon Street Vancouver, BC V5Y 0A1 Canada (604) 559-9005 |
Charles S. Kim Kristin VanderPas Divakar Gupta Richard Segal Cooley LLP 4401 Eastgate Mall San Diego, CA 92121 (858) 550-6000 |
Shahir Guindi Trevor Scott Osler, Hoskin & Harcourt LLP Suite 1700, Guinness Tower 1055 West Hastings Street Vancouver, BC V6E 2E9 Canada (778) 785-3000 |
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, as amended, 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. ☒ 333-250838
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 aggregate offering price per share |
Proposed maximum aggregate offering price |
Amount of registration fee(2) | ||||
Common stock, no par value per share |
1,322,500 | $20.00 | $26,450,000 | $2,886 | ||||
|
(1) | Represents only the additional number of shares being registered and includes 172,500 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. 333-250838), as amended (the Earlier Registration Statement). |
(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 on the Earlier Registration Statement at an aggregate offering price not to exceed $476,100,000.00, 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 $26,450,000 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 AbCellera Biologics Inc. (the Registrant) by 1,322,500 shares, 172,500 of which are subject to purchase upon exercise of the underwriters option to purchase additional shares of the Registrants common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333-250838), filed by the Registrant with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act, which was declared effective by the Commission on December 10, 2020, or the Earlier Registration Statement, are incorporated by reference into this Registration Statement. The additional shares of common stock that are being registered for issuance and sale pursuant to this registration statement 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 Earlier Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
* | Previously filed on the signature page to the Registrants Registration Statement on Form S-1 (File No. 333-250838), originally filed with the Securities and Exchange Commission on November 20, 2020 and incorporated by reference herein. |
+ | Previously filed on the signature page to the Registrants Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-250838), originally filed with the Securities and Exchange Commission on December 7, 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 the City of Vancouver, Province of British Columbia, Canada, on the 10th day of December, 2020.
ABCELLERA BIOLOGICS INC. | ||
By: | /s/ Carl L. G. Hansen | |
Carl L. G. Hansen, Ph.D. | ||
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 person in the capacities and on the date indicated.
Signature |
Title |
Date | ||
/s/ Carl L. G. Hansen |
Chief Executive Officer and Director (Principal Executive Officer) |
December 10, 2020 | ||
Carl L. G. Hansen, Ph.D. | ||||
/s/ Andrew Booth |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
December 10, 2020 | ||
Andrew Booth | ||||
* |
Director |
December 10, 2020 | ||
Véronique Lecault, Ph.D. | ||||
* |
Director |
December 10, 2020 | ||
John Edward Hamer, Ph.D. | ||||
* |
Director |
December 10, 2020 | ||
Michael Hayden, Ph.D. | ||||
* |
Director |
December 10, 2020 | ||
John S. Montalbano | ||||
* |
Director |
December 10, 2020 | ||
Peter Thiel | ||||
/s/ Tryn Stimart |
Authorized Representative in the United States |
December 10, 2020 | ||
Tryn Stimart |
*By: | /s/ Carl L. G. Hansen, Ph.D. | |
Carl L. G. Hansen, Ph.D. | ||
Attorney-in-fact |