Registration of Additional Securities (up to 20%) (s-3mef)
25 1월 2018 - 8:45AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 24, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Audentes Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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2836
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46-1606174
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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600 California Street, 17th Floor
San Francisco, California 94108
(415)
818-1001
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Matthew R. Patterson
President and Chief Executive Officer
600 California Street, 17th Floor
San Francisco, California 94108
(415)
818-1001
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Effie Toshav
Robert Freedman
Amanda
Rose
Fenwick & West LLP
555 California Street, 12th Floor
San Francisco, California 94104
(415)
875-2300
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Charles S. Kim
David Peinsipp
Andrew S.
Williamson
Cooley LLP
101 California Street, 5th Floor
San Francisco, California 94111
(415)
693-2000
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Approximate date of commencement of proposed sale to the public:
From time to time, after the effective date of this registration
statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans,
please check the following box. ☐
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. ☒
333-219797
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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
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):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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
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Title of Each Class of Securities to be Registered
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Proposed Maximum
Aggregate Offering
Price
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Amount of
Registration Fee
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Common Stock, $0.00001 par value
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$21,017,426(1)
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$2,617(2)
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(1)
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The registrant previously registered securities at an aggregate offering price not to exceed $250,000,000 on a Registration Statement on Form
S-3
(File
No. 333-219797),
which was filed by the registrant on August 8, 2017 and declared effective on August 23, 2017 (the Prior Registration Statement). In accordance with Rule 462(b) under the
Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $21,017,426 is hereby registered, which includes shares issuable upon the exercise of the underwriters option to
purchase additional shares, representing no more than 20% of the maximum aggregate offering price of unsold securities under the Prior Registration Statement. In no event will the maximum aggregate offering price of all securities issued pursuant to
this Registration Statement and the Prior Registration Statement exceed that registered under such Registration Statements.).
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(2)
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Pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended, the registration fee has been calculated on the basis of the maximum aggregate offering price and the number of
securities being registered has been omitted.
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This Registration Statement
shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement (this Registration Statement) is being filed with the Securities and Exchange Commission (the Commission)
pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of common stock, par value $0.00001 per share, of the Registrant contemplated by the Registration Statement on Form
S-3
(File
No. 333-219797),
initially filed with the Commission by the Registrant on August 8, 2017 (as amended, the Prior Registration Statement), and is
being filed for the sole purpose of registering an increase in the maximum aggregate offering price of $21,017,426 of securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration
Statement, which was declared effective by the Commission on August 23, 2017, and all exhibits thereto are hereby incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
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 Francisco, State of California, on this 24th day of January 2018.
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AUDENTES THERAPEUTICS, INC.
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By:
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/s/ Matthew Patterson
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Matthew Patterson
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons
in the capacities and on the date indicated.
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Name
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Title
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Date
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/s/ Matthew
Patterson
Matthew Patterson
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President, Chief Executive Officer and
Director (Principal Executive Officer)
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January 24, 2018
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/s/ Tom Soloway
Tom Soloway
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Chief Financial Officer (Principal Financial
and Accounting Officer)
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January 24, 2018
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Mark Goldberg
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Director
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January 24, 2018
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Jennifer Jarrett
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Director
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January 24, 2018
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*
Louis Lange
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Director
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January 24, 2018
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Scott Morrison
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Director
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January 24, 2018
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Kush Parmar
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Director
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January 24, 2018
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Thomas Schuetz
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Director
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January 24, 2018
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Julie Smith
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Director
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January 24, 2018
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*
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Pursuant to Power of Attorney
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By:
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/s/ Tom Soloway
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Tom Soloway
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Attorney-in-Fact
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