S-1MEF 1 a18-41190_10s1mef.htm S-1MEF

 

As filed with the Securities and Exchange Commission on May 8, 2019

Registration No. 333-         

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-1

 


 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 


 

Milestone Pharmaceuticals Inc.

(Exact name of registrant as specified in its charter)

 


 

Québec

 

2834

 

Not applicable

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

 

1111 Dr. Frederik-Philips Boulevard, Suite 420
Montréal, Québec CA H4M 2X6
(514) 336-0444

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

area code, of registrant’s principal executive offices)


 

Joseph Oliveto
Chief Executive Officer
Milestone Pharmaceuticals USA Inc.
6000 Fairview Road, Suite 1200
Charlotte, NC 28210-2252
(514) 336-0444

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

 


Copies to:

 

 

Ryan S. Sansom

Nathalie Beauregard

Joseph Oliveto

Lisa Firenze

Marc Recht

Robert Lando

Chief Executive Officer

Steven D. Singer

Divakar Gupta

Francois Paradis

Milestone Pharmaceuticals USA Inc.

Chip McCorkle

Jaime L. Chase

Osler, Hoskin & Harcourt LLP

6000 Fairview Road,

Wilmer Cutler Pickering

Cooley LLP

1000 De La Gauchetière Street West,

Suite 1200

Hale and Dorr LLP

500 Boylston Street,

Suite 2100

Charlotte, NC 28210-2252

7 World Trade Center

14th Floor

Montréal, Québec CA H3B 4W5

(514) 336-0444

250 Greenwich Street

Boston, MA 02116

(514) 904-8100

 

New York, NY 10007

(617) 937-2300

 

 

(212) 230-8800

 


 

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.  o

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 (333-230846)

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.  o

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.  o

 

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  o

 

Accelerated filer  o

 

Non-accelerated filer  x

 

Smaller reporting company  x

Emerging growth company x

 

 

 

 

 

 

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.  x

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

Title of Securities
to be Registered

 

Amount
to be
Registered(1)

 

Proposed Maximum
Offering Price
Per Share(2)(3)

 

Proposed Maximum
Aggregate
Offering Price(3)

 

Amount of
Registration Fee(3)

 

Common shares, no par value per share

 

575,000

 

$

15.00

 

$

8,625,000

 

$

1,045.35

 

 

 

 

 

 

 

 

 

 

 

 

(1)   Represents only the number of shares being registered pursuant to this Registration Statement, which includes 75,000 shares that the underwriters have the option to purchase, and are in addition to the 5,750,000 shares that were registered pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-230846), which included 750,000 shares that the underwriters have the option to purchase.

(2)   Based on the public offering price.

(3)   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 $92,000,000 on a Registration Statement on Form S-1 (File No. 333-230846), which was declared effective by the Securities and Exchange Commission on May 8, 2019. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $8,625,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

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 OF CERTAIN INFORMATION BY REFERENCE

 

This Registration Statement (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) with respect to the registration of additional common shares, no par value (the “Common Shares”), of Milestone Pharmaceuticals Inc. (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form S-1, as amended (File No. 333-230846) (the “Prior Registration Statement”), which the Commission declared effective on May 8, 2019, and is being filed solely for the purpose of increasing the number of shares to be offered in the public offering by 575,000 Common Shares, which includes 75,000 Common Shares that may be sold pursuant to the underwriters’ option to purchase additional shares. The additional Common Shares 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 Prior Registration Statement.

 

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

 

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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 Montréal, Province of Québec, Canada on May 8, 2019.

 

 

Milestone Pharmaceuticals Inc.

 

 

 

By:

/s/ Joseph Oliveto

 

 

Joseph Oliveto

 

 

President 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 and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Joseph Oliveto

 

President, Chief Executive Officer and Director

 

 

Joseph Oliveto

 

(Principal Executive Officer)

 

May 8, 2019

 

 

 

 

 

*

 

Vice President, Finance

 

 

Timothy L. Maness

 

(Principal Financial and Accounting Officer)

 

May 8, 2019

 

 

 

 

 

*

 

 

 

 

Marco Boorsma

 

Director

 

May 8, 2019

 

 

 

 

 

*

 

 

 

 

Paul Edick

 

Director

 

May 8, 2019

 

 

 

 

 

*

 

 

 

 

Nilesh Kumar

 

Director

 

May 8, 2019

 

 

 

 

 

*

 

 

 

 

Debra K. Liebert

 

Director

 

May 8, 2019

 

 

 

 

 

*

 

 

 

 

Michael Tomsicek

 

Director

 

May 8, 2019

 

 

 

 

 

*

 

 

 

 

Paul Truex

 

Director

 

May 8, 2019

 

*By:

/s/ Joseph Oliveto

 

 

Joseph Oliveto

 

 

Attorney-in-fact

 

 

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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of Milestone Pharmaceuticals Inc. has signed this Registration Statement on the 8th day of May, 2019.

 

 

MILESTONE PHARMACEUTICALS USA, INC.

 

 

 

 

By:

/s/ Joseph Oliveto

 

 

 

Joseph Oliveto

 

 

 

President and Chief Executive Officer

 

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