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EX-23.1 - EX-23.1 - Decibel Therapeutics, Inc.d110290dex231.htm
EX-5.1 - EX-5.1 - Decibel Therapeutics, Inc.d110290dex51.htm

As filed with the Securities and Exchange Commission on February 11, 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

 

 

DECIBEL THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2834   46-4198709

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

1325 Boylston Street, Suite 500

Boston, Massachusetts 02215

(617) 370-8701

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

 

 

Laurence Reid, Ph.D.

President and Chief Executive Officer

Decibel Therapeutics, Inc.

1325 Boylston Street, Suite 500

Boston, Massachusetts 02215 (617) 370-8701

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

 

 

Copies to:

 

Stuart M. Falber

Scott N. Lunin

Wilmer Cutler Pickering Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

(617) 526-6000

 

Mitchell S. Bloom

Edwin O’Connor

Seo Salimi

William A. Magioncalda

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

 

 

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.  ☒ 333-252347

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, par value $0.001 per share

  1,353,550 shares   $18.00   $24,363,900   $2,659

 

 

(1)

Includes 176,550 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 $0.001 per share, of Decibel 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. 333-252347), which was declared effective by the Securities and Exchange Commission on February 11, 2021, 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 Ernst & Young LLP, independent registered public accounting firm
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. 333-252347) filed with the Securities and Exchange Commission on January 22, 2021)

.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on this 11th day of February, 2021.

 

DECIBEL THERAPEUTICS, INC.
By:  

/s/ Laurence Reid

Laurence Reid, Ph.D.

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/ Laurence Reid

  

President and Chief Executive Officer, Director

(Principal Executive Officer)

  February 11, 2021
Laurence Reid, Ph.D.  

/s/ Elisabeth Leiderman

   Chief Financial Officer and Head of Corporate Development (Principal Financial Officer)   February 11, 2021
Elisabeth Leiderman, M.D.  

/s/ Ronald Vigliotta

   Vice President, Finance (Principal Accounting Officer)   February 11, 2021
Ronald Vigliotta     

*

   Director   February 11, 2021
Neil Exter     

*

   Director   February 11, 2021
Matthew Foy     

*

   Director   February 11, 2021
Christine Poon     

*

   Director   February 11, 2021
Peter A. Thompson, M.D.     

 

*By:  

/s/ Ronald Vigliotta

  Ronald Vigliotta
Attorney-in-fact