As filed with the Securities and Exchange Commission on August 12, 2020.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCHRÖDINGER, INC.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 95-4284541 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
120 West 45th Street, 17th Floor
New York, New York 10036
(212) 295-5800
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ramy Farid, Ph.D.
President and Chief Executive Officer
Schrödinger, Inc.
120 West 45th Street, 17th Floor
New York, New York 10036
(212) 295-5800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Cynthia T. Mazareas, Esq. Steven D. Singer, Esq. Scott N. Lunin, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 (617) 526-6000 | Yvonne Tran, Esq. Executive Vice President and Chief Legal Officer Schrödinger, Inc. 120 West 45th Street, 17th Floor New York, New York 10036 (212) 295-5800 | Richard C. Segal, Esq. Divakar Gupta, Esq. Alison A. Haggerty, Esq. Cooley LLP 55 Hudson Yards New York, New York 10001 (212) 479-6000 |
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. ☒ 333-243714
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, 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 | ☒ | 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
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Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, par value $0.01 per share | 575,000 | $66.00 | $37,950,000 | $4,926 | ||||
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(1) | Includes 75,000 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, as amended. |
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 $0.01 per share, of Schrödinger, 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. 333-243714), which was declared effective by the Commission on August 12, 2020, 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, 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 New York, State of New York, on this 12th day of August, 2020.
SCHRÖDINGER, INC. | ||
By: | /s/ Ramy Farid | |
Ramy Farid, Ph.D. President and Chief Executive Officer |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Ramy Farid | President and Chief Executive Officer, Director | August 12, 2020 | ||
Ramy Farid, Ph.D. | (Principal Executive Officer) | |||
/s/ Joel Lebowitz | Chief Financial Officer | August 12, 2020 | ||
Joel Lebowitz | (Principal Financial Officer) | |||
/s/ Jenny Herman | Vice President, Controller | August 12, 2020 | ||
Jenny Herman | (Principal Accounting Officer) | |||
* | Chairman of the Board | August 12, 2020 | ||
Michael Lynton | ||||
* | Director | August 12, 2020 | ||
Jeffrey Chodakewitz, M.D. | ||||
* | Director | August 12, 2020 | ||
Richard Friesner, Ph.D. | ||||
* | Director | August 12, 2020 | ||
Gary Ginsberg | ||||
* | Director | August 12, 2020 | ||
Rosana Kapeller-Libermann, M.D., Ph.D. | ||||
* | Director | August 12, 2020 | ||
Gary Sender | ||||
* | Director | August 12, 2020 | ||
Nancy Thornberry |
* | Director | August 12, 2020 | ||
Timothy Wright, M.D. |
*By: | /s/ Ramy Farid | |
Ramy Farid | ||
Attorney-in-fact |