S-1MEF 1 d831270ds1mef.htm S-1MEF S-1MEF

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

Registration No. 333-                 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

89bio, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2834   36-4946844
(State or other jurisdiction of
incorporation or organization)
 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

535 Mission Street, 14th Floor

San Francisco, CA 94105

(415) 500-4614

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

 

 

Rohan Palekar

Chief Executive Officer

89bio, Inc.

535 Mission Street, 14th Floor

San Francisco, CA 94105

(415) 500-4614

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

 

 

With copies to:

Ryan A. Murr

Branden C. Berns

Gibson, Dunn & Crutcher LLP

555 Mission Street

San Francisco, CA 94105

(415) 393-8373

 

Divakar Gupta

Jonie I. Kondracki

Robert W. Phillips

Charles S. Kim

Cooley LLP

101 California Street

San Francisco, CA 94111

(415) 693-2000

 

 

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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-234174

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 Exchange Act. (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 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(2)
  Proposed
Maximum
Aggregate
Offering Price(2)
 

Amount of

Registration Fee(3)

Common Stock, par value $0.001 per share

 

1,069,140

  $16.00   $17,106,240   $2,221

 

 

(1)

Represents only the additional number of shares being registered and includes an additional 139,453 shares issuable upon the exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1 (File No. 333-234174), as amended (the “Registration Statement”).

(2)

The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”).

(3)

The registrant previously registered 5,031,250 shares of its common stock for which the fee was $11,102 on the Registration Statement, which was declared effective by the Securities and Exchange Commission on November 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 $17,106,240 is hereby registered.

 

 

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

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, 89bio, Inc., a Delaware corporation (“89bio”), is filing this registration statement with the Securities and Exchange Commission (the “SEC”). This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-234174) (the “Registration Statement”) filed by 89bio with the SEC on October 11, 2019, as amended on October 28, 2019, which was declared effective on November 8, 2019.

89bio is filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock, par value $0.001 per share, offered by 89bio by 1,069,140 shares, 139,453 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of common stock. The additional shares that are being registered for issuance and 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. The contents of the Registration Statement, including all amendments and exhibits thereto, are incorporated by reference herein.

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

EXHIBIT INDEX

 

Exhibit
Number

  

Description of Exhibit

  5.1    Opinion of Gibson, Dunn & Crutcher LLP.
23.1    Consent of Independent Registered Public Accounting Firm.
23.2    Consent of Independent Registered Public Accounting Firm.
23.3    Consent of Gibson, Dunn & Crutcher, LLP (included in Exhibit 5.1).
24.1    Power of Attorney (incorporated by reference to Exhibit 24.1 of the Registration Statement (Registration No. 333-234174) filed on October 11, 2019). 


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 San Francisco, State of California, on November 8, 2019.

 

89bio, Inc.
By:   /s/ Rohan Palekar
  Rohan Palekar
  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 set forth opposite their names and on the date indicated above.

 

Signature    Title   Date

/s/ Rohan Palekar

Rohan Palekar

  

Chief Executive Officer

(principal executive officer)

  November 8, 2019

/s/ Ryan Martins

Ryan Martins

  

Chief Financial Officer

(principal financial and accounting officer)

  November 8, 2019

*

Derek DiRocco, Ph.D.

   Director   November 8, 2019

*

Gregory Grunberg, M.D.

   Director   November 8, 2019

*

Michael Hayden, M.B., Ch.B., Ph.D.

   Director   November 8, 2019

*

Tomer Kariv

   Director   November 8, 2019

*

Anat Naschitz

   Director   November 8, 2019

 

*By:   /s/ Rohan Palekar
 

Rohan Palekar

Attorney-in-fact