S-1MEF

As filed with the Securities and Exchange Commission on December 6, 2017

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Odonate Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   2834   46-2248457
(State or other jurisdiction of
incorporation or organization)
 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

4747 Executive Drive, Suite 510

San Diego, CA 92121

(858) 731-8180

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

 

Kevin C. Tang

Chairman and Chief Executive Officer

Odonate Therapeutics, Inc.

4747 Executive Drive, Suite 510

San Diego, CA 92121

(858) 731-8180

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

 

With copies to:

 

Ryan A. Murr

Andrew K. Hirsch

Gibson, Dunn & Crutcher LLP

555 Mission Street

San Francisco, CA 94105

(415) 393-8373

 

Mark V. Roeder

Brian D. Paulson

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

(650) 328-4600

 

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, 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.   333-221533

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. (Check one):

 

 

Large accelerated filer

     Accelerated filer  
Non-accelerated filer    (do not check if a smaller reporting company)    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

 

 

Title of Each Class of Securities to be Registered   Amount to  be
Registered(1)
  Proposed Maximum
Offering Price Per
Share(2)
  Proposed Maximum
Aggregate  Offering
Price(2)
 

Amount of

Registration

Fee(3)

Common Stock, par value $0.01 per share

  425,500   $24.00   $10,212,000   $1,272

 

 

 

(1) Represents only the additional number of shares being registered and includes an additional 55,500 shares issuable upon the exercise of the underwriters’ option to purchase to cover over-allotments. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1 (File No. 333-221533), 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 6,762,000 shares of its common stock for which the fee was $22,731 on the Registration Statement, which was declared effective by the Securities and Exchange Commission on December 6, 2017. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $10,212,000 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, Odonate Therapeutics, Inc., a Delaware corporation (“Odonate”), is filing this registration statement with the Securities and Exchange Commission (the “SEC”). This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-221533) (the “Registration Statement”) filed by Odonate with the SEC on November 13, 2017, as amended on November 27, 2017, which was declared effective on December 6, 2017.

Odonate is filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock, par value $0.01 per share, offered by Odonate by 425,500 shares, 55,500 of which are subject to purchase upon exercise of the underwriters’ overallotment option to purchase additional shares of 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 Registration Statement. The contents of the 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 of Exhibit
  5.1    Opinion of Gibson, Dunn & Crutcher LLP
23.1    Consent of Squar Milner LLP
23.2    Consent of Gibson, Dunn & Crutcher, LLP (included in Exhibit 5.1).
24.1    Power of Attorney (incorporated by reference to Exhibit 24.1 of the Form S-1 Registration Statement (Registration No. 333-221533)).


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 San Diego, State of California, on December 6, 2017.

 

Odonate Therapeutics, Inc.
By:   /s/ Kevin C. Tang
  Kevin C. Tang
 

Chairman and Chief Executive Officer

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 set forth opposite their names and on the date indicated above.

 

Signature

  

Title

 

Date

/s/ Kevin C. Tang

Kevin C. Tang

  

Chairman and Chief Executive Officer

(principal executive officer)

  December 6, 2017

/s/ John G. Lemkey

John G. Lemkey

  

Chief Financial Officer

(principal financial and accounting officer)

  December 6, 2017

*

Jeff L. Vacirca, M.D.

  

Director, Vice Chairman

  December 6, 2017

*

Aaron I. Davis

  

Director

  December 6, 2017

*

Craig A. Johnson

  

Director

  December 6, 2017

*

Robert H. Rosen

  

Director

  December 6, 2017

*

George F. Tidmarsh, M.D., Ph.D.

  

Director

  December 6, 2017
*By:  

/s/ John G. Lemkey

     December 6, 2017
 

John G. Lemkey

Attorney-in-fact

    
EX-5.1

LOGO

Exhibit 5.1

December 6, 2017

Odonate Therapeutics, Inc.

4747 Executive Drive, Suite 510

San Diego, CA 92121

 

Re: Odonate Therapeutics, Inc.
       Registration Statement on Form S-1

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-1 of Odonate Therapeutics, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on the date hereof pursuant to Rule 462(b) (the “Additional Registration Statement”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the offering by the Company of up to 425,500 shares (which includes shares that may be sold upon exercise of the underwriters’ option to purchase additional shares) of the Company’s common stock (the “Common Stock”), par value $0.01 per share (the “Shares”). The Additional Registration Statement incorporates by reference the Registration Statement on Form S-1, File No. 333-221533, as amended (the “Registration Statement”), of the Company, filed with the Commission pursuant to the Securities Act.

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Additional Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof, which are incorporated by reference into the Additional Registration Statement. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ Gibson, Dunn & Crutcher LLP

 

LOGO

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated September 29, 2017, except for the forward split described in Note 9, as to which the date is November 27, 2017, relating to the financial statements of Odonate Therapeutics, LLC, appearing in the Registration Statement on Form S-1 (No. 333-221533).

We also consent to the incorporation by reference in this Registration Statement on Form S-1 of the reference to our firm under the headings “Experts” in the Registration Statement on Form S-1 (No. 333-221533).

/s/ SQUAR MILNER LLP

San Diego, California

December 6, 2017