As filed with the Securities and Exchange Commission on May 29, 2020
Registration StatementNo. 333-238678
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VIELA BIO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 82-4187338 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
One MedImmune Way
First Floor, Area Two
Gaithersburg, MD 20878
(240)558-0038
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Zhengbin (Bing) Yao, Ph.D.
Chairman, President and Chief Executive Officer
Viela Bio, Inc.
One MedImmune Way
First Floor, Area Two
Gaithersburg, MD 20878
(240)558-0038
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jonathan L. Kravetz John T. Rudy Christopher E. Jeffers, Ph.D. Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. One Financial Center Boston, MA 02111 (617)542-6000 | Mitchell Chan Chief Financial Officer Viela Bio, Inc. One MedImmune Way First Floor, Area Two Gaithersburg, MD 20878 (240)558-0038 | Patrick O’Brien Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617)951-7000 |
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, as amended, 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 number of the earlier effective registration statement for the same offering. ☒ (FileNo. 333-238678)
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 | ☒ | 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. ☐
The Registration Statement shall become effective upon filing in accordance with Rule 462(d) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (“Amendment No. 1”) to the Registration Statement onForm S-1 (“Registration Statement”) is being filed solely for the purpose of refiling Exhibit 5.1 with modifications. This Amendment No. 1 does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits.
II-1
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 Gaithersburg, Maryland, on the 29th day of May, 2020.
| VIELA BIO, INC. |
/s/ Zhengbin (Bing) Yao |
| Zhengbin (Bing) Yao, Ph.D. |
| Chairman, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on FormS-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Zhengbin (Bing) Yao, Ph.D. Zhengbin (Bing) Yao, Ph.D. | Chairman, President and Chief Executive Officer (principal executive officer) | May 29, 2020 | ||
/s/ Mitchell Chan Mitchell Chan | Chief Financial Officer (principal accounting officer and principal financial officer) | May 29, 2020 | ||
* Yanling Cao | Director | May 29, 2020 | ||
* Edward Hu | Director | May 29, 2020 | ||
* Chris Nolet | Director | May 29, 2020 | ||
* Tyrell Rivers, Ph.D. | Director | May 29, 2020 | ||
* Pascal Soriot | Director | May 29, 2020 | ||
* Sean Tong | Director | May 29, 2020 | ||
* Andreas Wicki, Ph.D. | Director | May 29, 2020 | ||
Signature | Title | Date | ||
* Rachelle Jacques | Director | May 29, 2020 | ||
| *By: | /s/ Zhengbin (Bing) Yao, Ph.D. | |
Zhengbin (Bing) Yao, Ph.D. Attorney-in-fact |
