As filed with the Securities and Exchange Commission on September 11, 2018.
Registration No. 333-226922
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2
to
FORMS-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Principia Biopharma Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 2834 | 26-3487603 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
400 East Jamie Court, Suite 302
South San Francisco, CA 94080
(650)416-7700
(Address, including zip code, and telephone number, including
area code, of Registrant’s principal executive offices)
Martin Babler
Chief Executive Officer
Principia Biopharma Inc.
400 East Jamie Court, Suite 302
South San Francisco, CA 94080
(650)416-7700
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
David Peinsipp Drew Williamson Barbara Kosacz Amanda Coleman Busch Cooley LLP 101 California Street, 5th Floor San Francisco, California 94111 (415)693-2000 | Christopher Y. Chai Chief Financial Officer Roy Hardiman Chief Business Officer Principia Biopharma Inc. 400 East Jamie Court, Suite 302 South San Francisco, CA 94080 (650)416-7700 | B. Shayne Kennedy Brian Cuneo Latham & Watkins LLP 20th Floor 650 Town Center Dr. Costa Mesa, CA 92626 (714)540-1235 |
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 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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-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
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Title of each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum | Proposed Maximum Aggregate Offering Price(1)(2)(3) | Amount Of | ||||
Common stock, $0.0001 par value per share | 5,390,625 | $17.00 | $91,640,625 | $11,409.26 | ||||
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| (1) | Includes 703,125 shares that the underwriters will have the option to purchase to cover over-allotments, if any. |
| (2) | Estimated solely for the purposes of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes the offering price of additional shares that the underwriters have the option to purchase to cover over-allotments, if any. |
| (3) | Pursuant to Rule 416 under the Securities Act, the shares registered hereby also include an indeterminate number of additional shares as may from time to time become issuable by reason of share splits, share dividends, recapitalizations or other similar transactions. |
| (4) | The registrant previously paid $10,738.13 in connection with the initial filing of this Registration Statement. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant will file a further amendment which specifically states that this Registration Statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 2 (Amendment No. 2) to the Registration Statement on Form S-1 (File No. 333-226922) of Principia Biopharma Inc. (Registration Statement) is being filed solely for the purpose of filing Exhibits 3.2, 4.1, and 10.13, as indicated in Item 16 of Part II of the Registration Statement. This Amendment No. 2 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Unless otherwise indicated, all references to “Principia Biopharma,” the “company,” “we,” “our,” “us” or similar terms refer to Principia Biopharma Inc. and its subsidiaries.
| Item 13. | Other Expenses of Issuance and Distribution. |
The following table sets forth all expenses to be paid by us, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates except for the SEC registration fee, the FINRA filing fee and the exchange listing fee.
SEC registration fee | $ | 11,409 | ||
FINRA filing fee | 13,000 | |||
Nasdaq listing fee | 25,000 | |||
Printing and engraving expenses | 400,000 | |||
Legal fees and expenses | 1,200,000 | |||
Accounting fees and expenses | 1,300,000 | |||
Custodian transfer agent and registrar fees | 10,000 | |||
Miscellaneous | 40,591 | |||
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Total | $ | 3,000,000 | ||
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| Item 14. | Indemnification of Directors and Officers. |
Section 145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement for expenses incurred, arising under the Securities Act. Our amended and restated certificate of incorporation that will be in effect on the closing of this offering permits indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware General Corporation Law, and our amended and restated bylaws that will be in effect on the closing of this offering provide that we will indemnify our directors and officers and permit us to indemnify our employees and other agents, in each case to the maximum extent permitted by the Delaware General Corporation Law.
We have entered into indemnification agreements with our directors and officers, whereby we have agreed to indemnify our directors and officers to the fullest extent permitted by law, including indemnification against expenses and liabilities incurred in legal proceedings to which the director or officer was, or is threatened to be made, a party by reason of the fact that such director or officer is or was a director, officer, employee, or agent of Principia Biopharma Inc., provided that such director or officer acted in good faith and in a manner that the director or officer reasonably believed to be in, or not opposed to, the best interest of Principia Biopharma Inc. At present, there is no pending litigation or proceeding involving a director or officer of Principia Biopharma Inc. regarding which indemnification is sought, nor is the registrant aware of any threatened litigation that may result in claims for indemnification.
We maintain insurance policies that indemnify our directors and officers against various liabilities arising under the Securities Act and the Securities Exchange Act of 1934, as amended, that might be incurred by any director or officer in his capacity as such.
The underwriters are obligated, under certain circumstances, under the underwriting agreement to be filed as Exhibit 1.1 hereto, to indemnify us and our officers and directors against liabilities under the Securities Act.
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| Item 15. | Recent Sales of Unregistered Securities. |
The following sets forth information regarding all unregistered securities sold since January 1, 2015:
Preferred Stock Issuances
| (a) | In July 2015, we sold an aggregate of 1,274,745 shares of our Series B-3 convertible preferred stock at a purchase price of $11.9907 per share for an aggregate purchase price of approximately $15.3 million. |
| (b) | In August, September and October 2016, we issued convertible promissory notes, or the Notes, to certain existing investors for an aggregate principal amount of approximately $13.4 million and warrants to purchase shares of our Series B-3 convertible preferred stock at a purchase price discounted from the price at which the Notes convert into equity securities. |
| (c) | In March and April 2017, we issued additional Notes to certain existing investors for an aggregate principal amount of approximately $8.1 million. |
| (d) | In December 2017, we issued 1,968,561 shares of our SeriesB-3 convertible preferred stock upon conversion of the Notes. |
| (e) | In August 2018, we sold an aggregate of 3,474,668 shares of our Series C convertible preferred stock at a purchase price of $14.3898 per share for an aggregate purchase price of approximately $50.0 million. |
Option and Common Stock Issuances
| (a) | From January 1, 2015 to date, we granted stock options to purchase an aggregate of 1,408,165 shares of common stock to our directors, officers, employees and consultants pursuant to our 2008 Equity Incentive Plan with exercise prices ranging from $4.54 to $10.90 per share. |
| (b) | From January 1, 2015 to date, we issued and sold to our directors, officers, employees and consultants an aggregate of 388,620 shares of common stock upon the exercise of options under our 2008 Equity Incentive Plan at exercise prices ranging from $0.64 to $7.27 per share, for an aggregate amount of approximately $1.53 million. |
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. Unless otherwise specified above, we believe these transactions were exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act (and Regulation D or Regulation S promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or under benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed on the share certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.
| Item 16. | Exhibits and Financial Statement Schedules. |
(a) Exhibits.
See the Exhibit Index on the page immediately following the signature page for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.
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(b) Financial Statement Schedules.
All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.
| Item 17. | Undertakings. |
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant under the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer, or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance on Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act will be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.
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EXHIBIT INDEX
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| * | Previously Filed. |
| + | Indicates management contract or compensatory plan. |
| # | Confidential treatment has been requested for portions of this exhibit. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in South San Francisco, California on September 11, 2018.
| PRINCIPIA BIOPHARMA INC. | ||
By: | /s/ Martin Babler | |
| Name: | Martin Babler | |
| Title: | Chief Executive Officer | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoint Martin Babler, Christopher Chai and Roy Hardiman, and each one of them, as his or her true and lawfulattorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any and all amendments (includingpost-effective amendments) to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective on filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto saidattorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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/ Martin Babler Martin Babler | Chief Executive Officer and Director (Principal Executive Officer) | September 11, 2018 | ||
/s/ Christopher Y. Chai Christopher Y. Chai | Chief Financial Officer | September 11, 2018 | ||
* Alan B. Colowick | Director and Executive Chairman | September 11, 2018 | ||
* Srinivas Akkaraju | Director | September 11, 2018 | ||
* Dan Becker | Director | September 11, 2018 | ||
* Simeon George | Director | September 11, 2018 | ||
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Signature | Title | Date | ||
* Lewis J. Shuster |
Director |
September 11, 2018 | ||
* Peter Thompson | Director | September 11, 2018 | ||
* Nassim Usman | Director | September 11, 2018 | ||
| *By: | /s/ Martin Babler | |
| Martin Babler | ||
| Attorney-in-fact |
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