As filed with the Securities and Exchange Commission on June 23, 2021.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Monte Rosa Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 2836 | 81-3766197 | ||
| (State or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer | ||
| incorporation or organization) | Classification Code Number) | Identification Number) |
Monte Rosa Therapeutics, Inc.
645 Summer Street, Suite 102
Boston, MA 02210
(617) 949-2643
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Markus Warmuth, M.D.
President and Chief Executive Officer
Monte Rosa Therapeutics, Inc.
645 Summer Street, Suite 102
Boston, MA 02210
(617) 949-2643
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert E. Puopolo Marishka DeToy | Nathan Ajiashvili Alison Haggerty 1271 Avenue of Americas New York, New York 10020 (212) 906-1200 |
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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-256773
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 to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | Amount to be registered(1) | Proposed maximum aggregate offering price per share | Proposed maximum aggregate offering price | Amount of registration fee(2) | ||||
Common stock, par value $0.0001 per share | 2,242,500 | $19.00 | $42,607,500.00 | $4,648.48 | ||||
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| (1) | Represents only the additional number of shares being registered and includes 292,500 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-256773). |
| (2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $213,037,500 on a Registration Statement on Form S-1 (File No. 333-256773), which was declared effective by the Securities and Exchange Commission on June 23, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $42,607,500.00 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares. |
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 (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by Monte Rosa Therapeutics, Inc. (the “Registrant”) by 2,242,500 shares, 292,500 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333-256773), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on June 23, 2021, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
| * | Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-256773), originally filed with the Securities and Exchange Commission on June 4, 2021 and incorporated by reference herein. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Monte Rosa Therapeutics, Inc. has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 23rd day of June, 2021.
Monte Rosa Therapeutics, Inc. | ||||
By: | /s/ Markus Warmuth | |||
| Name: | Markus Warmuth | |||
| Title: | President and Chief Executive Officer | |||
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||
/s/ Markus Warmuth | President, Chief Executive Officer and Director (Principal Executive Officer) | June 23, 2021 | ||||
Markus Warmuth | ||||||
/s/ Ajim Tamboli | Chief Financial Officer | June 23, 2021 | ||||
Ajim Tamboli | (Principal Financial Officer and Principal Accounting Officer) | |||||
* | ||||||
Alexander Mayweg | Director | June 23, 2021 | ||||
* | ||||||
Bradley J. Bolzon | Director | June 23, 2021 | ||||
* | ||||||
Ali Behbahani | Director | June 23, 2021 | ||||
* | ||||||
Kimberly L. Blackwell | Director | June 23, 2021 | ||||
* | ||||||
Andrew Schiff | Director | June 23, 2021 | ||||
* | ||||||
Chandra P. Leo | Director | June 23, 2021 | ||||
* | ||||||
Christine Siu | Director | June 23, 2021 | ||||
| *By: | /s/ Markus Warmuth | |||||
| ||||||
| Name: | Markus Warmuth | |||||
| Title: | Attorney-in-Fact |
