As filed with the Securities and Exchange Commission on July 2, 2014.
Registration No. 333-194606
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GlobeImmune, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 84-1353925 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
1450 Infinite Drive
Louisville, CO 80027
(303) 625-2700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Timothy C. Rodell, M.D.
Chief Executive Officer and President
GlobeImmune, Inc.
1450 Infinite Drive
Louisville, CO 80027
(303) 625-2700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Brent D. Fassett Francis R. Wheeler Matthew P. Dubofsky Cooley LLP 380 Interlocken Crescent, Suite 900 Broomfield, CO 80021 Tel: (720) 566-4000 Fax: (720) 566-4099 | Michael J. Lerner John D. Hogoboom Lowenstein Sandler LLP 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 262-6700 Fax: (973) 597-2300 |
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. ¨
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. x File No.333-194606
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 | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
This Registration statement shall become effective upon filing in accordance with Rule 462(d) under the Securities Act of 1933.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-194606) is filed pursuant to Rule 462(d) solely to add an updated Exhibit 5.1 with respect to such Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedule
The exhibits to the Registration Statement are listed in the Exhibit Index attached hereto and are incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on From S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, State of Colorado, on July 2, 2014.
| GLOBEIMMUNE, INC. | ||
| By: | /s/ Timothy C. Rodell | |
| Timothy C. Rodell, M.D. | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Timothy C. Rodell Timothy C. Rodell, M.D. | Chief Executive Officer, President and Director(Principal Executive Officer) | July 2, 2014 | ||
/s/ C. Jeffrey Dekker C. Jeffrey Dekker | Vice President, Finance and Treasurer (Principal Financial and Accounting Officer) | July 2, 2014 | ||
* J. William Freytag, Ph.D. | Chairman of the Board of Directors and Director | July 2, 2014 | ||
* Augustine J. Lawlor | Director | July 2, 2014 | ||
* Dan J. Mitchell | Director | July 2, 2014 | ||
* Pennina Safer, Ph.D. | Director | July 2, 2014 | ||
* S. Edward Torres | Director | July 2, 2014 | ||
| *By: | /s/ Timothy C. Rodell | |
| Timothy C. Rodell | ||
| Attorney-in-Fact |
EXHIBIT INDEX
Exhibit | Description of Exhibit | |
| 1.1# | Form of Underwriting Agreement | |
| 3.1# | Restated Certificate of Incorporation of Registrant filed on June 14, 2012 | |
| 3.2# | Certificate of Amendment to the Restated Certificate of Incorporation filed on August 31, 2012 | |
| 3.2.1# | Certificate of Amendment to the Restated Certificate of Incorporation filed on April 25, 2014 | |
| 3.3# | Form of Amended and Restated Certificate of Incorporation of Registrant to be effective upon completion of this offering | |
| 3.4# | Amended and Restated Bylaws of Registrant, as currently in effect | |
| 3.5# | Form of Amended and Restated Bylaws of Registrant to be effective upon completion of this offering | |
| 4.1# | Form of Registrant’s Common Stock Certificate | |
| 4.2# | Form of Warrants to purchase Series B Preferred Stock and a Schedule of Warrantholders | |
| 4.3# | Warrant to purchase Series B Preferred Stock, dated April 14, 2006, issued to SVB Financial Group | |
| 4.4# | Warrant to purchase Series B Preferred Stock, dated April 14, 2006, issued to Oxford Finance Corporation | |
| 4.5# | Form of Warrants to purchase Series C Preferred Stock and a Schedule of Warrantholders | |
| 4.6# | Convertible Promissory Note issued by Registrant to Cooley LLP, dated as of November 12, 2013 | |
| 4.7# | Form of Warrant Certificate and a Schedule of Warrantholders | |
| 4.8# | Form of Convertible Term Notes and a Schedule of Noteholders | |
| 4.9# | Form of Amended and Restated Warrant to purchase capital stock issued to Aegis Capital Corp. or its designees | |
| 4.10# | Form of Amended and Restated Warrant to purchase capital stock issued to Aegis Capital Corp. or its designees | |
| 4.12# | Fifth Amended and Restated Stockholders Agreement between Registrant and certain holders of Common and Preferred Stock dated January 14, 2010 | |
| 4.12.1# | Amendment No. 1 to Fifth Amended and Restated Stockholders Agreement between Registrant and certain holders of Common and Preferred Stock dated August 31, 2012 | |
| 4.13# | Form of Warrant to be issued to Cooley LLP upon completion of this offering | |
| 5.1 | Opinion of Cooley LLP | |
| 10.1†# | 2002 Stock Incentive Plan | |
| 10.1.1†# | Form of Incentive Stock Option Agreement under 2002 Stock Incentive Plan | |
| 10.1.2†# | Form of Non-Qualified Stock Option Agreement under 2002 Stock Incentive Plan | |
| 10.2†# | 2014 Equity Incentive Plan | |
| 10.2.1†# | Form of Stock Option Grant Notice and Stock Option Agreement under 2014 Equity Incentive Plan | |
| 10.3†# | 2014 Employee Stock Purchase Plan | |
Exhibit | Description of Exhibit | |
| 10.4†# | Form of Indemnification Agreement between Registrant and its directors and executive officers | |
| 10.5†# | Executive Employment Agreement between the Registrant and Timothy C. Rodell | |
| 10.6†# | Executive Employment Agreement between Registrant and C. Jeffrey Dekker | |
| 10.6.1†# | Executive Employment Agreement between Registrant and Kirk A. Christoffersen | |
| 10.7# | Lease between Registrant and Triumph 1450 LLC, dated October 25, 2005 | |
| 10.7.1# | Lease Amendment between Registrant and Triumph 1450 LLC, dated August 25, 2006 | |
| 10.7.2# | Second Lease Amendment between Registrant and SF Infinite Drive, LLC, dated June 3, 2010 | |
| 10.7.3# | Third Lease Amendment between Registrant and SF Infinite Drive, LLC, dated October 31, 2013 | |
| 10.7.4# | Fourth Amendment to Lease Agreement between Registrant and SF Infinite Drive, LLC, dated April 14, 2014 | |
| 10.8*# | Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of May 14, 2009 | |
| 10.8.1# | Amendment #1 to the Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of November 6, 2009 | |
| 10.8.2# | Amendment #2 to the Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of February 9, 2010 | |
| 10.8.3*# | Amendment #3 to the Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of June 16, 2011 | |
| 10.8.4*# | Amendment #4 to the Collaboration and Option Agreement between Registrant and Celgene Corporation, dated as of October 24, 2011 | |
| 10.9*# | GI-6300 Program License Agreement by and among the Registrant, Celgene Corporation, and Celgene Alpine Investment Co., LLC, dated July 26, 2013 | |
| 10.10*# | License and Collaboration Agreement between Registrant and Gilead Sciences, Inc., dated as of October 24, 2011 | |
| 10.10.1# | First Amendment to License and Collaboration Agreement between Registrant and Gilead Sciences, Inc, dated as of December 14, 2012 | |
| 10.11*# | Agreement between Registrant and The Regents of the University of Colorado, dated as of May 30, 2006 | |
| 10.11.1*# | Amendment (1) to Agreement and Restated Intellectual Property License Agreement among Registrant, The Regents of the University of Colorado and University License Equity Holdings, Inc., effective as of May 5, 2009 | |
| 10.11.2*# | Second Amendment to Agreement and Restated Intellectual Property License Agreement among Registrant, The Regents of the University of Colorado and University License Equity Holdings, Inc., effective as of March 12, 2010 | |
| 10.11.3*# | Stock Purchase Agreement between the Registrant and University License Equity Holding, Inc., dated the 8th day of August, 2003 | |
| 10.11.4*# | Stock Purchase Agreement between the Registrant and University License Equity Holding, Inc. dated the 15th day of October, 2003 | |
| 10.11.5*# | Stock Purchase Agreement between the Registrant and University License Equity Holding, Inc. dated the 7th day of September, 2004 | |
Exhibit | Description of Exhibit | |
| 10.11.6*# | Stock Purchase Agreement between the Registrant and University License Equity Holding, Inc. dated the 25th day of August, 2005 | |
| 10.12*# | Cooperative Research and Development Agreement (CRADA #2264) between Registrant and National Cancer Institute, dated January 23, 2008 | |
| 10.12.1*# | Amendment No. 1 to CRADA #2264 between Registrant and National Cancer Institute, dated August 8, 2011 | |
| 10.12.2*# | Amendment No. 2 to CRADA #2264 between Registrant and National Cancer Institute, dated July 30, 2013 | |
| 10.13*# | Public Health Service Patent License Agreement – Exclusive (License Number: L127-2007/0) (CEA) between Registrant and the National Institutes of Health, or NIH, dated as of June 11, 2007 | |
| 10.13.1*# | First Amendment to Public Health Service Patent License Agreement – Exclusive (License Number: L127-2007/1) (CEA) between Registrant and the NIH, dated as of April 5, 2010 | |
| 10.13.2*# | Second Amendment to Public Health Service Patent License Agreement – Exclusive (License Number: L127-2007/2) (CEA) between Registrant and the NIH, dated as of October 31, 2011 | |
| 10.14*# | Public Health Service Patent License Agreement – Exclusive (License Number L-121-2011/0) (VirusPlus) between Registrant and the NIH, dated as of August 23, 2011 | |
| 10.15*# | Public Health Service Patent License Agreement – Exclusive (License Number: L-036-2012/0) (Brachyury) between Registrant and the NIH, dated as of January 3, 2012 | |
| 10.16*# | Public Health Service Patent License Agreement – Exclusive (License Number: L-067-2012/0) (MUC1) between Registrant and the NIH, dated as of March 12, 2012 | |
| 10.17†# | 2014 Performance-Based Non-Equity Incentive Plan | |
| 10.18# | Form of Employee Proprietary Information and Inventions Agreement | |
| 10.19# | Engagement Letter between Registrant and Aegis Capital Corp., dated as of December 17, 2013 | |
| 10.20# | Placement Agency Agreement between Registrant and Aegis Capital Corp., dated as of January 27, 2014 | |
| 23.1# | Consent of KPMG LLP, independent registered public accounting firm | |
| 23.2 | Consent of Cooley LLP (included in Exhibit 5.1) | |
| 24.1# | Power of Attorney (see signature page of this registration statement) | |
| † | Indicates management contract or compensatory plan. |
| * | Indicates confidential treatment has been requested with respect to specific portions of this exhibit. Omitted portions have been filed with the Securities and Exchange Commission. |
| # | Previously filed. |
