As filed with the Securities and Exchange Commission on November 4, 2021
Registration Number 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IO BIOTECH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 84-0909276 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Mai-Britt Zocca
Ole Maaløes Vej 3
DK-2200 Copenhagen N
Denmark
Tel: +45 7070 2980
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Corporation Trust Company
Corporation Trust Center
1209 N Orange Street
Wilmington, DE 19801
Tel: (800) 677-3394
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Frank F. Rahmani Mehdi Khodadad Istvan A. Hajdu Nick D. DeAngelis Sidley Austin LLP 555 California Street, Suite 2000 San Francisco, CA 94104 (650) 565-7000 | Nathan Ajiashvili Alison Haggerty Latham & Watkins LLP 1271 Avenue of the Americas New York, NY 10020 (212) 906-1200 |
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 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. ☒ 333- 260301
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, 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. (Check one):
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by checkmark if the registrant has not elected 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
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TITLE OF EACH CLASS OF | AMOUNT TO BE REGISTERED (1) | PROPOSED MAXIMUM OFFERING PRICE PER SHARE | PROPOSED MAXIMUM AGGREGATE OFFERING PRICE (2) | AMOUNT OF REGISTRATION FEE (2)(3) | ||||
Common stock, par value $0.001 per share | 747,500 | $14.00 | $10,465,000 | $970.11 | ||||
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| (1) | The Registrant is registering 747,500 shares of common stock pursuant to this Registration Statement, which includes 97,500 shares which the underwriters have the option to purchase. Does not include shares of common stock that the Registrant previously registered on Registration Statement on Form S-1 (File No. 333-260301), 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 7,475,000 shares of its common stock at $17.00 per share on the Registration Statement, which was declared effective by the Securities and Exchange Commission on November 4, 2021, for which a filing fee of $11,779.86 was paid. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having the proposed maximum aggregate offering price of $10,465,000 is hereby registered. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Securities Act”), IO Biotech, 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. 333-260301) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on October 15, 2021, and subsequently amended on October 26, 2021 and November 1, 2021, and which the Commission declared effective on November 4, 2021.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock, par value $0.001 per share, offered by the Registrant by 747,500 shares, 97,500 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
| Exhibit number | Description | |
| 5.1* | Opinion of Sidley Austin LLP | |
| 23.1* | Consent of Independent Registered Public Accounting Firm | |
| 23.2* | Consent of Sidley Austin LLP (included in Exhibit 5.1) | |
| 24.1† | Power of Attorney | |
| * | Filed herewith. |
| † | Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (File No. 333-260301). |
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 Copenhagen, Denmark, on the 4th day of November, 2021.
| IO BIOTECH, INC. | ||
| By: | /s/ Mai-Britt Zocca, Ph.D. | |
| Mai-Britt Zocca, P.h.D. | ||
| Chief Executive Officer | ||
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/ Mai-Britt Zocca, Ph.D. | Chief Executive Officer; Director (Principal Executive Officer) | November 4, 2021 | ||
| Mai-Britt Zocca, Ph.D. | ||||
/s/Keith Vendola, M.D., M.B.A. Keith Vendola, M.D., M.B.A. | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | November 4, 2021 | ||
* | ||||
| Peter Hirth, Ph.D. | Chairman of the Board | November 4, 2021 | ||
* | ||||
| Kathleen Sereda Glaub | Director | November 4, 2021 | ||
* | ||||
| Emmanuelle Coutanceau, Ph.D. | Director | November 4, 2021 | ||
* | ||||
| Christian Elling, Ph.D. | Director | November 4, 2021 | ||
* | ||||
| Claus Andersson, Ph.D. | Director | November 4, 2021 | ||
* | ||||
| Priyanka Belawat, Ph.D. | Director | November 4, 2021 | ||
* | ||||
| Jack B. Nielsen | Director | November 4, 2021 | ||
* | ||||
| Vanessa Malier | Director | November 4, 2021 | ||
| *By: | /s/ Mai-Britt Zocca, Ph.D. | |
| Mai-Britt Zocca, Ph.D. | ||
| Attorney-in-Fact |
