Attached files
file | filename |
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EX-23.1 - EX-23.1 - Prelude Therapeutics Inc | d107295dex231.htm |
EX-5.1 - EX-5.1 - Prelude Therapeutics Inc | d107295dex51.htm |
As filed with the U.S. Securities and Exchange Commission on January 6, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRELUDE THERAPEUTICS INCORPORATED
(Exact name of Registrant as specified in its charter)
Delaware | 2834 | 81-1384762 | ||
(State of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
200 Powder Mill Road
Wilmington, Delaware 19803
(302) 467-1280
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Kris Vaddi, Ph.D.
Chief Executive Officer
Prelude Therapeutics Incorporated
200 Powder Mill Road
Wilmington, Delaware 19803
(302) 467-1280
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Effie Toshav, Esq. Robert A. Freedman, Esq. Julia Forbess, Esq. Fenwick & West LLP 555 California Street San Francisco, California 94104 (415) 875-2300 |
Richard C. Segal Brent B. Siler Divakar Gupta Cooley LLP 500 Boylston Street, 14th Floor Boston, Massachusetts 02116 (617) 937-2300 |
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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒333-251874
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 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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
| ||||
Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee | ||
Common Stock, par value $0.0001 per share |
$28,505,625 | $3,110 | ||
| ||||
|
(1) | The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities with an aggregate offering price not to exceed $143,994,375 on a Registration Statement on Form S-1 (File No. 333-251874), which was declared effective by the Securities and Exchange Commission on January 6, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of shares having a proposed maximum aggregate offering price of $28,505,625 are hereby registered, which includes the additional shares that the underwriters have the option to purchase. |
(2) | To the extent shares of common stock are purchased by certain existing stockholders, the common stock will initially be issued in the form of non-voting common stock, $0.0001 par value per share. The Proposed Maximum Aggregate Offering Price includes such shares of non-voting common stock, and this registration statement registers the offer and sale of such non-voting common stock and an equivalent number of shares of voting common stock, $0.0001 par value per share into which such non-voting common stock is convertible at the option of the holder thereof. |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Prelude Therapeutics Incorporated (Registrant) is filing this Registration Statement on Form S-1 (this Registration Statement) with the Securities and Exchange Commission (Commission). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-251874) (the Prior Registration Statement), which the Registrant originally filed with the Commission on January 4, 2021, which the Commission declared effective on January 6, 2021.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate offering price of shares to be offered in the public offering by $28,505,625, including the offering price of shares that may be sold upon exercise of the underwriters option to purchase additional shares of the Registrants common stock. The additional securities that are being registered for sale 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 information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are incorporated by reference into this Registration Statement.
The required opinions and consents are listed on the 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 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware, on this 6th day of January, 2021.
PRELUDE THERAPEUTICS INCORPORATED | ||
By: | /s/ Krishna Vaddi | |
Krishna Vaddi, 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 persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Krishna Vaddi Krishna Vaddi, Ph.D. |
Chief Executive Officer and Director (Principal Executive Officer) |
January 6, 2021 | ||
Brian Piper, M.B.A. |
Chief Financial Officer (Principal Accounting and Financial Officer) |
January 6, 2021 | ||
Paul A. Friedman, M.D. |
Director |
January 6, 2021 | ||
* David Bonita, M.D. |
Director | January 6, 2021 | ||
Mardi C. Dier |
Director |
January 6, 2021 | ||
Kelvin Neu, M.D. |
Director |
January 6, 2021 | ||
Victor Sandor, M.D.C.M. |
Director |
January 6, 2021 |
*By | /s/ Krishna Vaddi | |
Krishna Vaddi Attorney-in-fact |