As filed with the Securities and Exchange Commission on June 27, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRANSLATE BIO, INC.
(Exact name of registrant as specified in its charter)
Delaware | 2836 | 61-1807780 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
29 Hartwell Avenue
Lexington, Massachusetts 02421
(617) 945-7361
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ronald C. Renaud, Jr.
President and Chief Executive Officer
Translate Bio, Inc.
29 Hartwell Avenue
Lexington, Massachusetts 02421
(617) 945-7361
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Susan Murley Cynthia T. Mazareas Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, MA 02109 (617) 526-6000 | Paul Burgess General Counsel 29 Hartwell Avenue Lexington, Massachusetts 02421 (617) 945-7361 | Divakar Gupta Joshua A. Kaufman Nicole Brookshire Mark Ballantyne Cooley LLP 1114 Avenue of the Americas New York, New York 10036 (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. ☒ 333-225368
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, 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 | ☒ (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
| ||||||||
Class of Securities To Be Registered | Number of Shares to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(2) | ||||
Common Stock, $0.001 par value per share | 1,897,500 | $13.00 | $24,667,500 | $3,072 | ||||
| ||||||||
|
(1) | Includes 247,500 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 based on the initial public offering price. |
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 $0.001 per share, of Translate Bio, 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. 333-225368), which was declared effective by the Commission on June 27, 2018, are incorporated in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
2
EXHIBIT INDEX
3
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 Town of Lexington, Commonwealth of Massachusetts, on this 27th day of June, 2018.
TRANSLATE BIO, INC. | ||
By: | /s/ Ronald C. Renaud, Jr. | |
Ronald C. Renaud, Jr. | ||
President and Chief Executive Officer |
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/ Ronald C. Renaud, Jr. Ronald C. Renaud, Jr. | President and Chief Executive Officer, Director (Principal Executive Officer) | June 27, 2018 | ||
/s/ John R. Schroer John R. Schroer | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | June 27, 2018 | ||
* Daniel S. Lynch | Chairman of the Board of Directors | June 27, 2018 | ||
* Daniella Beckman | Director | June 27, 2018 | ||
* Jean-François Formela, M.D. | Director | June 27, 2018 | ||
* Brian M. Gallagher, Jr., Ph.D. | Director | June 27, 2018 | ||
* Owen Hughes | Director | June 27, 2018 |
* By: | /s/ Paul Burgess | |
Paul Burgess | ||
Attorney-in-fact |
4