S-1MEF

As filed with the Securities and Exchange Commission on August 5, 2015

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Aimmune Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   2834   45-2748244

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

8000 Marina Blvd, Suite 300

Brisbane, CA 94005

(650) 614-5220

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

 

Stephen G. Dilly, M.B.B.S., Ph.D.

President and Chief Executive Officer

Aimmune Therapeutics, Inc.

8000 Marina Blvd, Suite 300

Brisbane, CA 94005

(650) 614-5220

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Patrick A. Pohlen, Esq.   Stephen G. Dilly, M.B.B.S., Ph.D.   Bruce K. Dallas, Esq.
Brian J. Cuneo, Esq.   President and Chief Executive Officer   Stephen P. Salmon, Esq.
Latham & Watkins LLP   Aimmune Therapeutics, Inc.   Davis Polk & Wardwell LLP
140 Scott Drive   8000 Marina Blvd, Suite 300   1600 El Camino Real
Menlo Park, CA 94025   Brisbane, CA 94005   Menlo Park, CA 94025
Telephone: (650) 328-4600   Telephone: (650) 614-5220   Telephone: (650) 752-2000
Facsimile: (650) 463-2600   Facsimile: (650) 616-0075   Facsimile: (650) 752-2115

 

 

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, 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.  x 333-205501

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ¨    Accelerated filer   ¨
Non-accelerated filer   x  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of each class of

securities to be registered

 

Amount

to be

registered(1)

 

Proposed

maximum

offering price

per share

 

Proposed

maximum

aggregate

offering price

 

Amount of

registration fee(2)

Common Stock, $0.0001 par value per share

  1,916,666 shares    $16.00   $30,666,656   $3,564.00

 

 

(1) Represents only the additional number of shares being registered and includes 249,999 additional shares that the underwriters have the option to purchase. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, the amount being registered does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-205501)
(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 $153,333,328 on a Registration Statement on Form S-1 (File No. 333-205501), which was declared effective by the Securities and Exchange Commission on August 5, 2015. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $30,666,656 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

This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.0001 per share, of Aimmune Therapeutics, Inc., a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-205501) (the “Original Registration Statement”), which was declared effective by the Securities and Exchange Commission on August 5, 2015, are incorporated in this registration statement by reference. This registration statement is being filed solely to increase the amount of securities offered pursuant to the Original Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.


Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Brisbane, California on August 5, 2015.

 

Aimmune Therapeutics, Inc.
By:  

/s/    Stephen G. Dilly        

  Stephen G. Dilly, M.B.B.S., Ph.D.
  President and Chief Executive Officer

Power of Attorney

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

   

Signature

  

Title

 

Date

/s/    Stephen G. Dilly        

   President, Chief Executive Officer and Director   August 5, 2015
Stephen G. Dilly, M.B.B.S., Ph.D.    (Principal Executive Officer)  

/s/    Warren DeSouza        

   Chief Financial Officer   August 5, 2015
Warren DeSouza    (Principal Financial and Accounting Officer)  

*

   Director   August 5, 2015
Patrick Enright     

*

   Director   August 5, 2015
Kathryn E. Falberg     

*

   Director   August 5, 2015
Mark T. Iwicki     

*

   Director   August 5, 2015
Mark D. McDade     

*

   Director   August 5, 2015
Stacey D. Seltzer     
*By:  

/s/    Stephen G. Dilly        

    
  Stephen G. Dilly, M.B.B.S., Ph.D     
  Attorney-in-Fact     


Exhibit Index

 

Exhibit
No.

  

Description

  1.1(1)    Form of Underwriting Agreement
  5.1    Opinion of Latham & Watkins LLP
23.1    Consent of independent registered public accounting firm.
23.2    Consent of Latham & Watkins LLP (included in Exhibit 5.1).
24.1(2)    Powers of Attorney

 

(1) Previously filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-205501), originally filed with the Securities and Exchange Commission on July 6, 2015 and incorporated by reference herein.
(2) Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-205501), originally filed with the Securities and Exchange Commission on July 6, 2015 and incorporated by reference herein.
EX-5.1

Exhibit 5.1

 

 

 

LOGO

   140 Scott Drive
   Menlo Park, California 94025
   Tel: +1.650.328.4600  Fax: +1.650.463.2600
   www.lw.com
  

 

FIRM / AFFILIATE OFFICES

   Abu Dhabi    Milan
   Barcelona    Moscow
   Beijing    Munich
   Boston    New Jersey
   Brussels    New York
   Century City    Orange County
August 5, 2015    Chicago    Paris
   Dubai    Riyadh
   Düsseldorf    Rome
   Frankfurt    San Diego
   Hamburg    San Francisco
   Hong Kong    Shanghai
   Houston    Silicon Valley
   London    Singapore
   Los Angeles    Tokyo
   Madrid    Washington, D.C.

Aimmune Therapeutics, Inc.

8000 Marina Boulevard, Suite 300

Brisbane, CA 94005

 

  Re: Form S-1 Registration Statement File No. 333-205501 and Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended

Ladies and Gentlemen:

We have acted as special counsel to Aimmune Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the registration of shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), pursuant to a registration statement on Form S–1 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on July 6, 2015 (Registration No. 333–205501) (as amended, the “Initial Registration Statement”) and a registration statement relating to the Initial Registration Statement filed pursuant to Rule 462(b) promulgated under the Act (the “Post-Effective Amendment” and together with the Initial Registration Statement, the “Registration Statement”). The Post-Effective Amendment relates to the registration of 1,916,666 shares of Common Stock of the Company (the “Additional Shares”).

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus (the “Prospectus”), other than as expressly stated herein with respect to the issue of the Additional Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.


August 5, 2015

Page 2

 

LOGO

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Additional Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor in the circumstances contemplated by the form of underwriting agreement most recently filed as an exhibit to the Registration Statement, the issue and sale of the Additional Shares will have been duly authorized by all necessary corporate action of the Company, and the Additional Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ Latham & Watkins LLP
EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Aimmune Therapeutics, Inc.:

We consent to the use of our report in the registration statement (No. 333-205501) on Form S-1, included therein and incorporated by reference herein and to the reference to our firm under the heading “Experts”.

/s/ KPMG LLP

San Francisco, California

August 5, 2015