As filed with the Securities and Exchange Commission on October 6, 2022.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Amylyx Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 46-4600503 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
43 Thorndike St.
Cambridge, Massachusetts 02141
(617) 682-0917
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Joshua B. Cohen, Co-Chief Executive Officer
Justin B. Klee, Co-Chief Executive Officer
Amylyx Pharmaceuticals, Inc.
43 Thorndike St.
Cambridge, Massachusetts 02141
(617) 682-0917
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom, Esq. Benjamin K. Marsh, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 | Lisa Firenze, Esq. Stuart M. Falber, Esq. Jeffries Oliver-Li, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 7 World Trade Center 250 Greenwich Street New York, New York 10007 (212) 230-8800 |
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. ☒ 333-267730
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, 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. ☐
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or the Securities Act, for the sole purpose of increasing the aggregate offering price of shares of common stock to be offered by Amylyx Pharmaceuticals, Inc., or the Registrant, by $41,054,984, which includes additional shares that the underwriters have the option to purchase. The contents of the Registration Statement on Form S-1 (File No. 333-267730) filed by the Registrant with the Securities and Exchange Commission, or the Commission, pursuant to the Securities Act, or the Prior Registration Statement, which was declared effective by the Commission on October 6, 2022, including all exhibits to the Prior Registration Statement, are incorporated by reference into this Registration Statement. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fees table contained in the Prior Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit | |
| 5.1 | Opinion of Goodwin Procter LLP. | |
| 23.1 | Consent of Deloitte & Touche LLP, independent registered public accounting firm. | |
| 23.2 | Consent of Goodwin Procter LLP (included in Exhibit 5.1). | |
| 24.1* | Power of Attorney. | |
| 107 | Filing Fee Table. | |
| * | Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-267730), originally filed with the Securities and Exchange Commission on October 4, 2022 and incorporated by reference herein. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 6th day of October, 2022.
| AMYLYX PHARMACEUTICALS, INC. | ||
| By: | /s/ Joshua Cohen | |
| Joshua Cohen | ||
| Co-Chief Executive Officer | ||
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/ Joshua Cohen Joshua Cohen | Co-Chief Executive Officer and Director (Principal Executive Officer) | October 6, 2022 | ||
/s/ Justin Klee Justin Klee | Co-Chief Executive Officer and Director (Principal Executive Officer) | October 6, 2022 | ||
/s/ James M. Frates James M. Frates, MBA | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | October 6, 2022 | ||
* George Mclean Milne Jr, Ph.D. | Director | October 6, 2022 | ||
* Paul Fonteyne, MS, MBS | Director | October 6, 2022 | ||
* Isaac Cheng, M.D. | Director | October 6, 2022 | ||
* Daphne Quimi, MBA | Director | October 6, 2022 | ||
*By: /s/ Joshua Cohen |
| Name: Joshua Cohen |
| Title: Attorney-in-fact |
