As filed with the Securities and Exchange Commission on December 18, 2014
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
JUNO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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2836 |
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46-3656275 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
307 Westlake Avenue North, Suite 300
Seattle, Washington 98109
(206) 582-1600
(Address,
including zip code, and telephone number, including area code, of Registrants principal executive offices)
Hans E.
Bishop
President and Chief Executive Officer
307 Westlake Avenue North, Suite 300
Seattle, Washington 98109
(206) 582-1600
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Patrick J. Schultheis
Michael Nordtvedt Wilson
Sonsini Goodrich & Rosati Professional Corporation
701 Fifth Avenue, Suite 5100
Seattle, Washington 98104-7036
(206) 883-2500 |
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Bernard J. Cassidy
Zachary D. Hale Office of
the General Counsel 307 Westlake Avenue North,
Suite 300 Seattle,
Washington 98109 (206) 582-1600 |
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B. Shayne Kennedy
Brian Cuneo
Latham & Watkins LLP
650 Town Center Drive, 20th Floor
Costa Mesa, California 92626-1925
(714) 540-1235 |
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. x (File No. 333-200293)
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, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated filer |
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¨ |
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Accelerated filer |
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Non-accelerated filer |
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x (Do not check if a smaller reporting company) |
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Smaller reporting company |
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¨ |
CALCULATION OF REGISTRATION FEE
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Title of Securities
to be Registered |
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Amount
to be Registered(1) |
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Proposed
Maximum
Offering Price
per Share |
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Proposed
Maximum Aggregate
Offering Price(2) |
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Amount of
Registration Fee(3) |
Common Stock, $0.0001 par value per share |
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2,038,854 |
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$24.00 |
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$48,932,496 |
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$5,686 |
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(1) |
Represents only the additional number of shares being registered and includes an additional 265,937 shares issuable upon the exercise of the underwriters option to purchase additional shares. Does not include the
securities, the offer and sale of which the registrant previously registered on a Registration Statement on Form S-1 (File No. 333-200293), as amended (the Earlier Registration Statement). |
(2) |
The registrant previously registered securities on the Earlier Registration Statement, which was declared effective by the Securities and Exchange Commission on December 18, 2014. In accordance with Rule 462(b)
under the Securities Act of 1933, as amended (the Securities Act), an additional amount of securities having a proposed maximum aggregate offering price of $48,932,496 are hereby registered, which includes shares issuable upon the
exercise of the underwriters option to purchase additional shares. |
(3) |
Calculated pursuant to Rule 457(a) under the Securities Act. |
This
registration statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Juno Therapeutics, Inc., a Delaware corporation, is filing this
registration statement with the Securities and Exchange Commission, or SEC. This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-200293), which
we originally filed on November 17, 2014, or the Earlier Registration Statement, and which the SEC declared effective on December 18, 2014.
We are filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock, par value $0.0001
per share, offered by us by 2,038,854 shares, 265,937 of which are subject to purchase upon exercise of the underwriters option to purchase additional shares of common stock. 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 information set forth in the Earlier Registration Statement is incorporated by reference in this filing.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
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 Seattle, State of Washington, on December 18, 2014.
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JUNO THERAPEUTICS, INC. |
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By: |
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/s/ Hans E. Bishop |
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Hans E. Bishop |
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President and 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.
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Signature |
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Title |
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Date |
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/s/ Hans E. Bishop |
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President, Chief Executive Officer and Director (Principal Executive Officer) |
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December 18, 2014 |
HANS E. BISHOP |
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/s/ Steven D. Harr |
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Chief Financial Officer and Head of Corporate Development (Principal Accounting and Financial Officer) |
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December 18, 2014 |
STEVEN D. HARR |
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* |
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Chairman of the Board |
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December 18, 2014 |
HOWARD H. PIEN |
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Director |
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December 18, 2014 |
HAL V. BARRON |
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Director |
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December 18, 2014 |
ANTHONY B. EVNIN |
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Director |
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December 18, 2014 |
RICHARD KLAUSNER |
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Director |
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December 18, 2014 |
ROBERT T. NELSEN |
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Director |
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December 18, 2014 |
MARC TESSIER-LAVIGNE |
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Director |
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December 18, 2014 |
MARY AGNES WILDEROTTER |
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*By: |
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/s/ Hans E. Bishop |
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HANS E. BISHOP |
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Attorney-in-fact |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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5.1 |
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Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation |
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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23.2 |
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Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1) |
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24.1 |
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Powers of Attorney (incorporated by reference to Exhibit 24.1 of Registration Statement on Form S-1 (File No. 333-200293)) |
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24.2 |
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Power of Attorney for Mary Agnes Wilderotter (incorporated by reference to Exhibit 24.2 of Registration Statement on Form S-1 (File No. 333-200293)) |
Exhibit 5.1
December 18, 2014
Juno
Therapeutics, Inc.
307 Westlake Avenue North, Suite 300
Seattle, Washington 98109
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Re: |
Registration Statement on Form S-1 (File No. 333-200293) and Registration Statement filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the Securities Act)
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Ladies and Gentlemen:
This opinion is furnished to you in connection with the Registration Statement on Form S-1 (the Registration Statement),
filed by Juno Therapeutics, Inc. (the Company) with the Securities and Exchange Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended (the Securities Act) in connection with the
registration under the Securities Act of 2,038,854 shares (including 265,937 shares issuable upon exercise of an option to purchase additional shares granted to the underwriters) of the Companys common stock, par value $0.0001 per share (the
Shares), to be issued and sold by the Company. The Registration Statement incorporates by reference the Registration Statement on Form S-1 (No. 333-200293) (the Prior Registration Statement), which was declared
effective on December 18, 2014, including the prospectus which forms part of the Prior Registration Statement. We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Prior Registration
Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Prior Registration Statement, to be entered into by and among the Company and the underwriters (the Underwriting Agreement).
We are acting as counsel for the Company in connection with the sale of the Shares by the Company. In such capacity, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion. In our examination,
we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents and
the legal competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other than the
General Corporation Law of the State of Delaware (including the statutory provisions and all applicable judicial decisions interpreting those laws) and the federal laws of the United States of America.
On the basis of the foregoing, we are of the opinion, that the Shares to be issued and sold by the Company have been duly authorized and, when such Shares are
issued and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and nonassessable.
We consent to the
use of this opinion as an exhibit to the Registration Statement, and we consent to the reference of our name under the caption Legal Matters in the prospectus forming part of the Registration Statement.
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Very truly yours, |
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WILSON SONSINI GOODRICH & ROSATI |
Professional Corporation |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933, as
amended, of Juno Therapeutics, Inc. of our report dated September 12, 2014, except as to the last paragraph of Note 2, as to which the date is December 8, 2014, with respect to the financial statements of Juno Therapeutics, Inc. included in
Amendment No. 4 to the Registration Statement (Form S-1 No. 333-200293) and the related Prospectus of Juno Therapeutics, Inc. for the registration of its common stock. We also consent to the reference to our firm under the caption
Experts in such Registration Statement.
/s/ Ernst & Young LLP
Seattle, Washington
December 18, 2014
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