As filed with the Securities and Exchange Commission on January 25, 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
ARMO BioSciences, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 2834 | 27-3454138 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
ARMO BioSciences, Inc.
575 Chesapeake Drive
Redwood City, CA 94063
(650) 779-5075
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Peter Van Vlasselaer, Ph.D.
Chief Executive Officer
ARMO BioSciences, Inc.
575 Chesapeake Drive
Redwood City, CA 94063
(650) 779-5075
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
Marcia A. Hatch, Esq. Heidi E. Mayon, Esq. Richard C. Blake, Esq. Gunderson Dettmer Stough Villeneuve Franklin &Hachigian, LLP 1200 Seaport Blvd. Redwood City, CA 94063 (650) 321-2400 | Robert W. Phillips, Esq. David Peinsipp, Esq. Laura A. Berezin, Esq. Cooley LLP 101 California Street, 5th Floor San Francisco, CA 94111 (415) 693-2000 |
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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-222371
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 ☐ | Smaller reporting company ☐ | |||
| Non-accelerated filer ☒ | Accelerated filer ☐ | |||
| (Do not check if a 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 to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price (1)(2) | Amount of Registration Fee (2)(3) | ||||
Common Stock, $0.0001 par value per share | 992,156 | $17.00 | $16,866,652 | $2,100 | ||||
| ||||||||
| ||||||||
| (1) | Represents only the additional number of shares being registered and includes an additional 200,000 shares that the underwriters have an option to purchase. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-222371), as amended (the “Registration Statement”). |
| (2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (3) | The Registrant previously registered 7,666,667 shares of its common stock, for which the fee was $15,272, on the Registration Statement, which was declared effective by the Securities and Exchange Commission on January 25, 2018. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $16,291,661 is hereby registered. |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Securities Act”), ARMO BioSciences, Inc. (“Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (“Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-222371) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on December 29, 2017, and subsequently amended on January 16, 2018, and which the Commission declared effective on January 25, 2018.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock, par value $0.0001 per share, offered by the Registrant by 992,156 shares, 129,411 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional shares 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 Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference herein.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
| * | Filed herewith. |
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 Redwood City, State of California, on the 25th day of January, 2018.
| ARMO BIOSCIENCES, INC. | ||
| By: | /s/ Herb Cross | |
Herb Cross Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
NAME | TITLE | DATE | ||
* Peter Van Vlasselaer, Ph.D. | Chief Executive Officer and Director (Principal Executive Officer) | January 25, 2018 | ||
/s/ Herb Cross Herb Cross | Chief Financial Officer (Principal Financial and Accounting Officer) | January 25, 2018 | ||
* Xiangmin Cui, Ph.D. | Director | January 25, 2018 | ||
* Carl Gordon, Ph.D. | Director | January 25, 2018 | ||
* Pierre Legault | Director | January 25, 2018 | ||
* Naiyer Rizvi, M.D. | Director | January 25, 2018 | ||
* Beth Seidenberg, M.D. | Director | January 25, 2018 | ||
* Stella Xu, Ph.D. | Director | January 25, 2018 | ||
| *By: | /s/ Herb Cross | |
Herb Cross Attorney-in-fact |
