As filed with the Securities and Exchange Commission on September 9, 2019
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CARA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
75-3175693
|
(State or other jurisdiction
of incorporation or organization)
|
|
(I. R. S. Employer
Identification No.)
|
4 Stamford Plaza
107 Elm Street, 9th Floor
Stamford, Connecticut 06902
(203) 406-3700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Derek Chalmers, Ph.D., D.Sc.
Chief Executive Officer
Cara Therapeutics, Inc.
4 Stamford Plaza
107
Elm Street
Stamford, Connecticut 06902
(203) 406-3700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Babak Yaghmaie
Darren
DeStefano
Alison Haggerty
Cooley LLP
1114 Avenue
of the Americas
New York, NY 10036-7798 (212) 479-6000
From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
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, other than securities offered only in connection with dividend or interest reinvestment plans, 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. ☐
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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following
box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D.
filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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
|
|
☐ (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
|
|
|
|
|
|
|
|
|
|
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
|
|
170,793
|
|
$23.11
|
|
$3,947,027
|
|
$478.40
|
|
|
(1)
|
The shares of Common Stock, par value $0.001 per share, or the Common Stock, will be offered for resale by the
selling stockholder pursuant to the prospectus contained herein. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement also covers any additional securities that may be offered or
issued in connection with any stock split, stock dividend or similar transaction.
|
(2)
|
Calculated pursuant to Rule 457(c) under the Securities Act based on the average of the high and low prices of
the Common Stock as reported on the Nasdaq Global Market on September 3, 2019.
|