S-1MEF 1 d152002ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on March 11, 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

 

 

Prometheus Biosciences, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Delaware   2834   81-4282653
(State or Other Jurisdiction of
Incorporation or Organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification Number)

9410 Carroll Park Drive

San Diego, California 92121

(858) 824-0895

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Mark C. McKenna

President and Chief Executive Officer

Prometheus Biosciences, Inc.

9410 Carroll Park Drive

San Diego, California 92121

(858) 824-0895

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

 

 

Copies to:

 

Cheston J. Larson

Matthew T. Bush

Michael E. Sullivan

Latham & Watkins LLP

12670 High Bluff Drive

San Diego, California 92130

(858) 523-5400

 

Deanna Kirkpatrick

Yasin Keshvargar

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

 

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared 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. ☒ (File No. 333-253323)

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 definition 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.  ☐

 

 

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(2)

 

Amount of

Registration
Fee(2)(3)

Common stock, $0.0001 par value per share

 

1,150,000

  $19.00   $21,850,000   $2,384

 

 

 

(1)

Represents only the additional number of shares being registered and includes 150,000 additional shares of common stock that the underwriters have the option to purchase. This does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-253323) (“Prior Registration Statement”).

(2)

Calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended.

(3)

The Registrant previously registered 10,350,000 shares of its common stock with an aggregate offering price not to exceed $196,650,000 on the Prior Registration Statement, which was declared effective by the Securities and Exchange Commission on March 11, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $21,850,000 are hereby registered, which includes shares that the underwriters have the option to purchase.

 

 

The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 


 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement on Form S-1 (this “Registration Statement”) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate number of shares of common stock offered by Prometheus Biosciences, Inc. (the “Registrant”) by 1,150,000 shares, 150,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional securities that are being registered for 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 on Form S-1, as amended (File No. 333-253323) (the “Prior Registration Statement”). The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.

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, 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 this 11th day of March, 2021.

 

PROMETHEUS BIOSCIENCES, INC.

By:

 

/s/ Mark C. McKenna

 

Mark C. McKenna

 

President and 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 held on the dates indicated.

 

Signature

  

Title

  

Date

/s/ Mark C. McKenna

Mark C. McKenna

   President, Chief Executive Officer and Director (principal executive officer)    March 11, 2021

/s/ Keith W. Marshall, Ph.D.

Keith W. Marshall, Ph.D.

  

Chief Financial Officer

(principal financial and accounting officer)

   March 11, 2021

*

   Chairman of the Board    March 11, 2021
Tadataka Yamada, M.D.      

*

   Director    March 11, 2021
Helen C. Adams      

*

   Director    March 11, 2021
Martin Hendrix, Ph.D.      

*

   Director    March 11, 2021
James D. Laur      

*

   Director    March 11, 2021
Joseph C. Papa      

*

   Director    March 11, 2021
Judith Swain, M.D.      

*

   Director    March 11, 2021
Mary Szela      

 

*By:

 

/s/ Mark C. McKenna

 

Mark C. McKenna

 

Attorney-in-fact