S-1MEF 1 d549501ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on August 5, 2021.

Registration No. 333-        

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Adagio Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2836   85-1403134
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification No.)

303 Wyman Street, Suite 300

Waltham, MA 02451

(603) 252-2274

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

 

 

Tillman U. Gerngross

Chief Executive Officer

Adagio Therapeutics, Inc.

303 Wyman Street, Suite 300

Waltham, MA 02451

(603) 252-2274

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

 

 

Copies to:

 

Divakar Gupta

Ryan Sansom

Courtney M.W. Tygesson

Cooley LLP

55 Hudson Yards

New York, New York 10001

(212) 479-6000

  

Richard D. Truesdell, Jr.

Roshni Banker Cariello

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared 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.  ☒ (333-257975)

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, 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   ☐    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)(3)

  

Proposed

maximum
aggregate
offering price (3)

   Amount of
registration fee

 

Common Stock, $0.0001 par value per share

   575,000  

$17.00

  $9,775,000   $1,067.00

 

 

(1)

Represents only the additional number of shares being registered and includes 75,000 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. 333-257975).

(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 $366,390,000 on a Registration Statement on Form S-1 (File No. 333-257975), which was declared effective by the Securities and Exchange Commission on August 5, 2021.

(3)

In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $9,775,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

This 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 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 Adagio Therapeutics, Inc. (the “Registrant”) by 575,000 shares, 75,000 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. 333-257975), 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 August 5, 2021, are incorporated by reference into this Registration Statement.

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

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 Waltham, Massachusetts, on this 5th day of August, 2021.

 

ADAGIO THERAPEUTICS, INC.
By:  

/s/ Tillman U. Gerngross, Ph.D.

  Tillman U. Gerngross, Ph.D.
  Co-Founder, Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

   

Title

   

Date

/s/ Tillman U. Gerngross, Ph.D.

Tillman U. Gerngross, Ph.D.

   

Co-Founder, Chief Executive Officer and Director

(Principal Executive Officer)

    August 5, 2021

/s/ Jane Pritchett Henderson

Jane Pritchett Henderson

   

Chief Financial Officer

(Principal Financial and Accounting Officer)

    August 5, 2021

*

René Russo, Pharm.D.

    Co-Founder, Director and Chair of the Board    August 5, 2021

*

    Director    August 5, 2021
Terrance McGuire      

*

    Director    August 5, 2021
Ajay Royan      

*

    Director    August 5, 2021
Howard Mayer, M.D.      

*

    Director    August 5, 2021
Anand Shah, M.D.      

*

    Director    August 5, 2021
Tom Heyman      

*

    Director    August 5, 2021

Michael Wyzga

      

 

*By:  

/s/ Tillman U. Gerngross, Ph.D.

  Tillman U. Gerngross, Ph.D.
  Attorney-in-fact