S-1MEF 1 a18-41952_9s1mef.htm S-1MEF

 

As filed with the Securities and Exchange Commission on June 19, 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

Akero Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

2836

 

81-5266573

(State or other jurisdiction of

 

(Primary Standard Industrial

 

(I.R.S. Employer

incorporation or organization)

 

Classification Code Number)

 

Identification Number)

 

170 Harbor Way, 3rd Floor

South San Francisco, CA 94080

(650) 487-6488

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

Andrew Cheng

President and Chief Executive Officer

170 Harbor Way, 3rd Floor

South San Francisco, CA 94080

(650) 487-6488

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

Copies to:

Mitchell Bloom, Esq.
John Mutkoski, Esq.
Laurie Burlingame, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000

Jonathan Young
Chief Operating Officer
170 Harbor Way, 3rd Floor

South San Francisco, CA 94080

(650) 487-6488

Divakar Gupta, Esq.
Richard C. Segal, Esq.

Charles S. Kim, Esq.
Cooley LLP
55 Hudson Yards

New York, NY 10001

(212) 479-6000

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, as amended, 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 333-231747

 

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.

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 to Section 7(a)(2)(B) of the Securities Act. o

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered

 

Amount
to be
registered(1)

 

Proposed
maximum
aggregate offering
price
per share

 

Proposed
maximum
aggregate offering
price

 

Amount of
registration
fee(2)

 

Common stock, par value $0.0001 per share

 

862,500

 

$

16.00

 

$

13,800,000

 

$

1,673

 

(1) Represents only the additional number of shares being registered and includes 112,500 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-231747).

(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 $92,000,000 on a Registration Statement on Form S-1 (File No. 333-231747), which was declared effective by the Securities and Exchange Commission on June 19, 2019. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $13,800,000 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 by reference

 

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by Akero Therapeutics, Inc. (the “Registrant”) by 862,500 shares, 112,500 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333-231747), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on June 19, 2019, are incorporated by reference into this Registration Statement.

 

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

 

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EXHIBIT INDEX

 

Exhibit No.

 

Exhibit Index

5.1

 

Opinion of Goodwin Procter LLP

 

 

 

23.1

 

Consent of Deloitte & Touche LLP

 

 

 

23.2

 

Consent of Goodwin Procter LLP (included in Exhibit 5.1)

 

 

 

24.1*

 

Power of Attorney

 

* Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-231747), originally filed with the Securities and Exchange Commission on May 24, 2019 and incorporated by reference herein.

 

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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 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, in the state of California, on this 19th day of June, 2019.

 

 

Akero Therapeutics, Inc.

 

 

 

 

By:

/s/ Andrew Cheng

 

 

Name:

Andrew Cheng, M.D., Ph.D.

 

 

Title:

President, Chief Executive Officer and Director

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Andrew Cheng

 

President, Chief Executive Officer and Director (Principal Executive Officer)

 

June 19, 2019

Andrew Chent, M.D., Ph.D.

 

 

 

 

 

 

 

 

/s/ William White

 

Executive Vice President, Chief Financial Officer and Head of Corporate Development (Principal Financial and Accounting Officer)

 

June 19, 2019

William White

 

 

 

 

 

 

 

 

*

 

 

 

 

Kevin Bitterman, Ph.D.

 

Director

 

June 19, 2019

 

 

 

 

 

*

 

 

 

 

Seth L. Harrison, M.D.

 

Director

 

June 19, 2019

 

 

 

 

 

*

 

 

 

 

Jane P. Henderson

 

Director

 

June 19, 2019

 

 

 

 

 

*

 

 

 

 

Mark Iwicki

 

Director

 

June 19, 2019

 

 

 

 

 

*

 

 

 

 

Aaron Royston, M.D.

 

Director

 

June 19, 2019

 

 

 

 

 

*

 

 

 

 

Graham Walmsley, M.D., Ph.D.

 

Director

 

June 19, 2019

 

 

 

*By:

/s/ Andrew Cheng

 

 

Andrew Cheng, M.D., Ph.D.

 

 

Attorney-In-Fact

 

 

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