S-1MEF 1 d744219ds1mef.htm S-1MEF 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

 

 

TWIST BIOSCIENCE CORPORATION

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   2836   46-2058888
(State or other jurisdiction of   (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)   Classification Code Number)   Identification Number)

455 Mission Bay Boulevard South, Suite 545

San Francisco, CA 94158

(800) 719-0671

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

 

 

Emily M. Leproust

President and Chief Executive Officer

Twist Bioscience Corporation

455 Mission Bay Boulevard South, Suite 545

San Francisco, CA 94158

(800) 719-0671

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

 

 

COPIES TO:

 

John V. Bautista, Esq.

Andrew D. Thorpe, Esq.

Peter M. Lamb, Esq.

Melissa V. Frayer, Esq.

Orrick, Herrington & Sutcliffe LLP

1000 Marsh Road

Menlo Park, CA 94025

(650) 614-7400

 

Mark Daniels, Esq.

General Counsel

Twist Bioscience Corporation

455 Mission Bay Boulevard

Suite 545

San Francisco, CA 94158

(844) 362-8978

 

Brian J. Cuneo, Esq.

B. Shayne Kennedy, Esq.

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, 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.  ☒ 333-231239

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 Securities Exchange Act of 1934 (check one):

 

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 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

  Amount of
registration fee(2)

Common Stock, par value $0.00001 per share

  862,500   $21.00   $18,112,500   $2,195.24

 

 

(1)

Represents only the number of additional shares being registered pursuant to this Registration Statement and includes 112,500 shares that the underwriters have the option to purchase. The amount to be registered does not include the 3,450,000 shares that were previously registered pursuant to the registrant’s Registration Statement on Form S-1 (File No. 333-231239).

(2)

Calculated pursuant to Rule 457(a) under the Securities Act, based on the proposed maximum offering price per share.

 

 

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

This Registration Statement (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) with respect to the registration of additional shares of common stock, par value $0.00001 per share (the “Common Stock”), of Twist Bioscience Corporation (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 (File No. 333-231239) (the “Prior Registration Statement”), which the Commission declared effective on May 8, 2019. This Registration Statement is being filed solely for the purpose of increasing the number of shares to be offered in the public offering by 862,500 shares of Common Stock, which includes 112,500 shares of Common Stock that may be sold pursuant to the underwriters’ option to purchase additional shares. The additional shares of Common Stock 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.


EXHIBIT INDEX

 

Exhibit
Number

  

Description

  

Filed /
Furnished /
Incorporated by
Reference from
Form

  

Incorporated
by

Reference
from Exhibit
Number

  

Date Filed

  5.1    Opinion of Orrick, Herrington & Sutcliffe LLP    Filed herewith      
23.1    Consent of PricewaterhouseCoopers, Independent Registered Public Accounting Firm.    Filed herewith      
23.2    Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1)         
24.1    Power of Attorney    S-1    24.1    5/6/2019


Signatures

Pursuant to the requirements of the Securities Act of 1933, 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 May 8, 2019.

 

TWIST BIOSCIENCE CORPORATION
By:  

/s/ Emily M. Leproust

  Emily M. Leproust
  President, Chief Executive Officer and Director

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/ Emily M. Leproust

Emily M. Leproust

   President, Chief Executive Officer and Director (principal executive officer)   May 8, 2019

/s/ James M. Thorburn

James M. Thorburn

   Chief Financial Officer (principal financial officer and accounting officer)   May 8, 2019

*

   Director   May 8, 2019
William Banyai     

*

Robert Chess

   Director   May 8, 2019

*

Paul A. Conley

   Director   May 8, 2019

*

Keith Crandell

   Director   May 8, 2019

*

Frederick Craves

   Director   May 8, 2019

*

Jan Johannessen

   Director   May 8, 2019

*

Xiaoying Mai

   Director   May 8, 2019

*

Robert Ragusa

   Director   May 8, 2019

 

*By:  

/s/ Emily M. Leproust

  Emily M. Leproust, Attorney-in-Fact