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As filed with the Securities and Exchange Commission on September 25, 2015.
Registration No. 333-206654
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Strongbridge Biopharma plc
(formerly known as Cortendo plc)
(Exact Name of Registrant as Specified in Its Charter)
Not Applicable
(Translation of Registrant's name into English)
Ireland (State or Other Jurisdiction of Incorporation or Organization) | 2834 (Primary Standard Industrial Classification Code Number) | Not Applicable (I.R.S. Employer Identification Number) |
900 Northbrook Drive
Suite 200
Trevose, PA 19053
+1 610-254-9200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
Stephen Long, Chief Legal Officer
Strongbridge Biopharma plc
900 Northbrook Drive
Suite 200
Trevose, PA 19053
+1 610-254-9200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to: | ||
Aron Izower Reed Smith LLP 599 Lexington Avenue, 22nd Floor New York, NY 10022 | Divakar Gupta Brent B. Siler Cooley LLP 1114 Avenue of the Americas New York, NY 10036-7798 |
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. o
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. o
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. o
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. o
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.
Strongbridge Biopharma plc has prepared this Amendment No. 3 to the Registration Statement (the "Registration Statement") on Form F-1 (File No. 333-206654) solely for the purpose of filing Exhibits 3.1, 3.2, 10.4 and 10.13 to the Registration Statement (and revising the Exhibit Index accordingly) and amending the disclosure in Item 7 of Part II of the Registration Statement. This Amendment No. 3 does not modify any provision of the preliminary prospectus that forms a part of the Registration Statement and accordingly such prospectus has not been included herein.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 6. Indemnification of Directors and Officers
The Registrant's memorandum and articles of association contain indemnification for the benefit of the Registrant's directors and executive officers to the fullest extent permitted by Irish law. However, as to the Registrant's directors and company secretary, this indemnity is limited by the Irish Companies Act, which prescribe that an advance commitment to indemnify only permits a company to pay the costs or discharge the liability of a director or company secretary where judgment is given in favor of the director or company secretary in any civil or criminal action in respect of such costs or liability, or where an Irish court grants relief because the director or company secretary acted honestly and reasonably and ought fairly to be excused. Any provision whereby an Irish company seeks to commit in advance to indemnify its directors or company secretary over and above the limitations imposed by the Irish Companies Act will be void, whether contained in its articles of association or any contract between the Registrant and the director or company secretary. This restriction does not apply to the Registrant's executive officers who are not directors, the company secretary or other persons who would be considered "officers" within the meaning of the Irish Companies Act.
The Registrant is permitted under its articles of association and the Irish Companies Act to purchase directors' and officers' liability insurance, as well as other types of insurance, for its directors, officers, employees and agents.
The Registrant has entered into indemnification agreements with each of its directors and officers. These indemnification agreements may subject to the provisions of the Irish Companies Act require the Registrant, among other things, to indemnify its directors and officers for some expenses, including attorneys' fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of his or her service as one of its directors or officers, or any of its subsidiaries or any other company or enterprise to which the person provides services at its request.
Reference is made to Item 9 of the Registrant's undertakings with respect to liabilities arising under the Securities Act of 1933, as amended, or the Securities Act. Reference is also made to the form of underwriting agreement filed as Exhibit 1.1 to this registration statement for the indemnification agreements between the Registrant and its underwriters.
Item 7. Recent Sales of Unregistered Securities
During the past three years, we have issued and sold the securities described below without registering the securities under the Securities Act. None of these transactions involved any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act regarding sales by an issuer in offshore transactions, Regulation D under the Securities Act, Rule 701 under the Securities Act or pursuant to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering.
On June 29 and 30, 2015, a total of 2,284,414 shares of common stock were issued to 25 accredited investors; in each case at a price per share of $14.54, for a total of $32.6 million in net proceeds, in a private placement transaction relying on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and all shares were issued with a restrictive legend.
On February 10, 2015, a total of 4,761,078 shares of common stock were issued to 5 accredited investors; in each case at a price per share of $5.54, for a total of $25.8 million in net proceeds, in a private placement transaction relying on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and all shares were issued with a restrictive legend.
II-1
On December 1, 2014, we issued a total of 1,755,909 shares of common stock to investors, in each case at a price per share of $6.17, for a total of $11 million in gross proceeds, in a transaction relying on the exemption from registration provided by Regulation S under the Securities Act. The underwriters were Arctic Securities AS and DNB Markets, and received a 5% commission in total.
In September 2013, a total of 1,842,751 shares of common stock were issued to a total of 29 Scandinavian institutional investors and other accredited investors at a price per share of $6.81, for a total of $12.6 million in gross proceeds, in a private placement transaction relying on the exemption from registration provided by Regulation S under the Securities Act.
In June 2013, a total of 400,661 shares of common stock were issued to the institutional investors Storebrand Funds and Holta AS at a price per share of $5.29, for a total of $2.1 million in gross proceeds, in a private placement transaction relying on the exemption from registration provided by Regulation S under the Securities Act. The underwriter was Arctic Securities AS and it received a 5% commission.
In May 2013, a total of 146,909 shares of common stock were issued to the institutional investors Storebrand Funds and Holta AS at a price per share of $4.64, for a total of $0.7 million in gross proceeds, in a private placement transaction relying on the exemption from registration provided by Regulation S under the Securities Act. The underwriter was Arctic Securities AS and it received a 5% commission.
In October 2012, a total of 645,817 shares of common stock, of which 593,636 were issued to Arctic Securities AS and 52,181 were issued to two accredited investors; in each case at a price per share of $4.77, for a total of $3.1 million in gross proceeds, in a private placement transaction relying on the exemption from registration provided by Regulation S under the Securities Act of 1933. Arctic Securities AS underwrote its portion of the shares in the transaction and it received a 10% commission thereon.
Pursuant to the Exchange Offer, which settled September 8, 2015, we became obligated to issue 18,705,382 ordinary shares to the shareholders of Cortendo AB who participated in the Exchange Offer (other than non-accredited U.S. investors, who will receive cash for their Cortendo AB shares). As part of the settlement of the Exchange Offer, we are also obligated to issue 2,363,636 options to the holders of Cortendo AB options who participated in the Exchange Offer (other than non-accredited U.S. holders who will receive cash for the value of their Cortendo AB options).
Our board of directors is expected to award options to our non-employee directors, contingent upon the pricing of this offering, under our new Non-Employee Director Equity Compensation Plan, contingent upon the pricing of this offering, in an aggregate amount not to exceed 150,000 ordinary shares, at an exercise price equal to the higher of the initial public offering price per ordinary share and the closing price of our ordinary shares on the NOTC on September 22, 2015.
(a) The exhibits to the registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.
(b) Financial Statement Schedules
None.
- (f)
- The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
II-2
- (h)
- Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the U.S. Securities and Exchange Commission such indemnification is against public policy as expressed in the 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 of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
- (i)
- The undersigned registrant hereby undertakes that:
- (1)
- For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall 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 shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
II-3
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 Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Trevose, Pennsylvania on September 25, 2015.
STRONGBRIDGE BIOPHARMA PLC | ||||
By: | /s/ MATTHEW PAULS | |||
Name: Matthew Pauls Title: Chief Executive Officer (principal executive officer) and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on the dates and in the capacities indicated below:
NAME | TITLE | DATE | ||
---|---|---|---|---|
/s/ MATTHEW PAULS Matthew Pauls | Chief Executive Officer (principal executive officer) and Director | September 25, 2015 | ||
/s/ A. BRIAN DAVIS A. Brian Davis | Chief Financial Officer (principal financial officer and principal accounting officer) and authorized representative in the United States | September 25, 2015 | ||
* John H. Johnson | Chairman, Director | September 25, 2015 | ||
* Richard S. Kollender | Director | September 25, 2015 | ||
* Garheng Kong | Director | September 25, 2015 | ||
* Mårten Steen | Director | September 25, 2015 |
II-4
NAME | TITLE | DATE | ||
---|---|---|---|---|
* Hilde H. Steineger | Director | September 25, 2015 |
*By | /s/ A. BRIAN DAVIS A. Brian Davis Attorney-in-Fact |
II-5
1.1 | * | Form of Underwriting Agreement | |
3.1 | ** | Certificate of Incorporation of Strongbridge Biopharma plc | |
3.2 | ** | Memorandum and Articles of Association | |
5.1 | * | Opinion of Arthur Cox, Irish counsel of Strongbridge Biopharma plc, as to the validity of the ordinary shares | |
10.1 | * | Sublease Agreement, dated March 30, 2015, by and between Insight Pharmaceuticals LLC and Cortendo AB | |
10.2 | * | License Agreement, dated March 30, 2011, by and between BioPancreate, Inc. and Cornell University | |
10.3 | * | Asset Purchase Agreement, dated as of May 14, 2015, by and among Cortendo AB, and Aspireo Pharmaceuticals, Ltd. and TVM V Life Science Ventures GmbH & Co. KG | |
10.4 | †** | Technology Licence Agreement, dated May 13, 2015, by and between Antisense Therapeutics Ltd. and Cortendo Cayman Ltd. | |
10.5 | * | Guarantee and indemnity deed, dated May 13, 2015, by and between Cortendo AB and Antisense Therapeutics Ltd. | |
10.6 | * | Employment Agreement, dated August 23, 2014, by and between Cortendo AB and Matthew Pauls | |
10.7 | * | Employment Agreement, dated March 23, 2015, by and between Cortendo AB and A. Brian Davis | |
10.8 | * | Employment Agreement, dated October 6, 2015, by and between Cortendo AB and Robert Lutz | |
10.9 | * | Employment Agreement, dated December 15, 2014, by and between Cortendo AB and Ruth Thieroff-Ekerdt, M.D. | |
10.10 | * | Share Purchase Agreement, dated as of January 12, 2015, by and among Cortendo AB, BioPancreate Inc., Cortendo Invest AB and the Investors listed therein | |
10.11 | * | Investors' Rights Agreement, dated as of February 10, 2015, by and among Cortendo AB and the Investors listed therein | |
10.12 | * | Share Purchase Agreement, dated as of May 14, 2015, by and among Cortendo AB, BioPancreate Inc., Cortendo Invest AB and the Investors named therein | |
10.13 | ** | Form of Indemnification Agreement | |
10.14 | * | 2015 Equity Compensation Plan | |
10.15 | * | Non-Employee Director Equity Compensation Plan | |
21.1 | * | List of subsidiaries | |
23.1 | * | Consent of Ernst & Young AB | |
23.2 | * | Consent of Ernst & Young AB | |
23.3 | * | Consent of Kost Forer Gabbay & Kasierer | |
23.4 | * | Consent of Arthur Cox, Irish counsel of Strongbridge Biopharma plc (included in Exhibit 5.1) | |
24.1 | * | Powers of attorney (included on signature page to the registration statement) |
- *
- Previously filed.
- **
- Filed herewith.
- †
- Confidential treatment requested as to portions of the exhibit. Confidential materials omitted and filed separately with the Securities and Exchange Commission.
EXPLANATORY NOTE
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
- Item 6. Indemnification of Directors and Officers
Item 7. Recent Sales of Unregistered Securities
Item 8. Exhibits
Item 9. Undertakings
EXHIBIT INDEX