As filed with the Securities and Exchange Commission on May 4, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ACELYRIN, INC.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 82-2406735 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
ACELYRIN, INC.
4149 Liberty Canyon Road
Agoura Hills, California 91301
(805) 730-0360
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Shao-Lee Lin, M.D., Ph.D.
Chief Executive Officer
4149 Liberty Canyon Road
Agoura Hills, California 91301
(805) 730-0360
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Chadwick Mills Charles S. Kim Anitha Anne Cooley LLP 3 Embarcadero Center, 20th Floor San Francisco, California 94111 (415) 693-2000 | Mardi C. Dier Chief Financial Officer and | Alan F. Denenberg Emily Roberts Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 |
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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-271244)
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.
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. ☐
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 ACELYRIN, INC. (the “Registrant”) by 4,025,000 shares, 525,000 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. 333-271244), including all exhibits thereto (the “Earlier Registration Statement”), 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 May 4, 2023, are incorporated by reference into this Registration Statement. The additional shares of common stock that are being registered for issuance and sale pursuant to this Registration Statement are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 of the Earlier 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 (File No. 333-271244), originally filed with the Securities and Exchange Commission on April 13, 2023 and incorporated by reference herein. |
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 the City of Agoura Hills, California on May 4, 2023.
ACELYRIN, INC. | ||
By: | /s/ Shao-Lee Lin | |
Name: | Shao-Lee Lin, M.D., Ph.D. | |
Title: | Chief Executive Officer |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Shao-Lee Lin Shao-Lee Lin, M.D., Ph.D. | Founder, Chief Executive Officer and Director (Principal Executive Officer) | May 4, 2023 | ||
/s/ Mardi C. Dier Mardi C. Dier | Chief Financial Officer and Chief Business Officer (Principal Financial and Accounting Officer) | May 4, 2023 | ||
* Bruce C. Cozadd | Director | May 4, 2023 | ||
* Dan Becker, M.D., Ph.D. | Director | May 4, 2023 | ||
* Alan B. Colowick, M.D., M.P.H. | Director | May 4, 2023 | ||
* Henry O. Gosebruch | Director | May 4, 2023 | ||
* Patrick Machado, J.D. | Director | May 4, 2023 | ||
* Beth Seidenberg, M.D. | Director | May 4, 2023 | ||
* Dawn Svoronos | Director | May 4, 2023 |
*By: | /s/ Shao-Lee Lin | |
Shao-Lee Lin, M.D., Ph.D. | ||
Attorney-in-fact |