Registration of Additional Securities (up to 20%) (s-1mef)
April 18 2018 - 7:33PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April 18, 2018
Registration
No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
APELLIS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
2834
|
|
271537290
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification Number)
|
6400 Westwind Way, Suite A
Crestwood, KY 40014
(502)
241-4114
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Cedric Francois, M.D., Ph.D.
President and Chief Executive Officer
Apellis Pharmaceuticals, Inc.
6400 Westwind Way, Suite A
Crestwood, KY 40014
(502)
241-4114
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
|
|
|
|
Stuart Falber, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston,
MA 02109
Telephone: (617)
526-6000
Fax:
(617) 526-5000
|
|
David O. Watson, Esq.
General Counsel
Apellis
Pharmaceuticals, Inc.
6400 Westwind Way, Suite A
Crestwood, KY 40014
Telephone: (502)
241-4114
Fax: (502)
241-4116
|
|
Brent B. Siler
Darren DeStefano
Divakar
Gupta
Cooley LLP
1299 Pennsylvania Avenue, NW, Suite 700
Washington, DC 20004
Telephone: (202)
842-7800
Fax:
(202) 842-7899
|
Approximate date of commencement of proposed sale to the public
:
As soon as practicable after this Registration Statement becomes 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 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. ☒
333-224303
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):
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☐
|
|
|
|
|
Non-accelerated filer
|
|
☒ (Do not check if a smaller reporting company)
|
|
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
|
|
|
|
|
|
|
|
|
|
Class of Securities To Be Registered
|
|
Number of Shares
to be Registered(1)
|
|
Proposed
Maximum
Offering Price
Per Share(2)
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
Amount of
Registration Fee
|
Common Stock, $0.0001 par value per share
|
|
575,000
|
|
$25.50
|
|
$14,662,500
|
|
$1,825.48
|
|
|
(1)
|
Includes shares of common stock that the underwriters have the option to purchase.
|
(2)
|
Calculated in accordance with Rule 457(a) under the Securities Act of 1933.
|
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 $0.0001 per share,
of Apellis Pharmaceuticals, 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. 333-224303), which was declared effective by the Commission on April 18, 2018, 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
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Crestwood, Commonwealth of Kentucky, on this 18
th
day of April, 2018.
|
|
|
APELLIS PHARMACEUTICALS, INC.
|
|
|
By:
|
|
/s/ Cedric Francois
|
|
|
Cedric Francois, M.D., 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/ Cedric Francois
Cedric Francois, M.D., Ph.D.
|
|
President, Chief Executive Officer and Director
(principal executive officer)
|
|
April 18, 2018
|
|
|
|
/s/ Timothy Sullivan
Timothy Sullivan
|
|
Chief Financial Officer and Treasurer
(principal financial officer)
|
|
April 18, 2018
|
|
|
|
*
Nicole
Perry
|
|
Vice President of Finance
(principal
accounting officer)
|
|
April 18, 2018
|
|
|
|
*
Gerald
Chan, D.Sc.
|
|
Chairman of the Board of Directors
|
|
April 18, 2018
|
|
|
|
*
A.
Sinclair Dunlop
|
|
Director
|
|
April 18, 2018
|
|
|
|
*
Alec
Machiels
|
|
Director
|
|
April 18, 2018
|
|
|
|
*
Stephanie
Monaghan OBrien
|
|
Director
|
|
April 18, 2018
|
|
|
|
|
|
|
|
|
|
|
|
* By:
|
|
/s/ Cedric Francois
|
|
|
|
|
|
|
Cedric Francois, M.D., Ph.D.
|
|
|
|
|
|
|
Attorney-in-Fact
|
|
|
|
|
Apellis Pharmaceuticals (NASDAQ:APLS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Apellis Pharmaceuticals (NASDAQ:APLS)
Historical Stock Chart
From Apr 2023 to Apr 2024