As filed with the Securities and Exchange Commission on July 16, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PANDION THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 2834 (Primary Standard Industrial Classification Code Number) | 83-3015614 (I.R.S. Employer Identification Number) |
134 Coolidge Avenue
Watertown, Massachusetts 02472
(617) 393-5925
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Rahul Kakkar, M.D.
Chief Executive Officer
Pandion Therapeutics, Inc.
134 Coolidge Avenue
Watertown, Massachusetts 02472
(617) 393-5925
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Lia Der Marderosian Steven D. Singer Craig Hilts Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 (617) 526-6000 | Robert E. Puopolo Seo Salimi Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617) 570-1000 |
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. ☒ 333-239500
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 | ☐ | 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. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered | Number of Shares to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Offering Price(2) | Amount of Registration Fee | ||||
Common Stock, $0.001 par value per share | 575,000 | $18.00 | $10,350,000 | $1,344 | ||||
| ||||||||
| (1) | Includes 75,000 shares of common stock that the underwriters have the option to purchase. |
| (2) | Calculated in accordance with Rule 457(a) 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 Pandion Therapeutics, 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. 333-239500), which was declared effective by the Securities and Exchange Commission on July 16, 2020, are incorporated in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
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 Watertown, Commonwealth of Massachusetts, on this 16th day of July, 2020.
| PANDION THERAPEUTICS, INC. | ||
| By: | /s/ Rahul Kakkar | |
| Rahul Kakkar, M.D. | ||
| Chief Executive Officer | ||
SIGNATURES
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/ Rahul Kakkar | Chief Executive Officer and Director (Principal Executive Officer) | July 16, 2020 | ||
| Rahul Kakkar, M.D. | ||||
/s/ Gregg Beloff | Interim Chief Financial Officer (Principal Financial Officer) | July 16, 2020 | ||
| Gregg Beloff | ||||
/s/ Eric Larson | Vice President, Finance (Principal Accounting Officer) | July 16, 2020 | ||
| Eric Larson | ||||
* | Chairman of the Board of Directors | July 16, 2020 | ||
| Alan Crane | ||||
* | Director | �� | July 16, 2020 | |
| Daniel Becker, M.D., Ph.D. | ||||
* | Director | July 16, 2020 | ||
| Jill Carroll | ||||
* | Director | July 16, 2020 | ||
| Donald Frail, Ph.D. | ||||
* | Director | July 16, 2020 | ||
| Christopher Fuglesang, Ph.D. | ||||
* | Director | July 16, 2020 | ||
| Mitchell Mutz, Ph.D. | ||||
* | Director | July 16, 2020 | ||
| Carlo Rizzuto, Ph.D. | ||||
* | Director | July 16, 2020 | ||
| Nancy Stagliano, Ph.D. | ||||
| * By: | /s/ Vikas Goyal | |
| Vikas Goyal | ||
| Attorney-in-fact |
