Attached files
| file | filename |
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| EX-5.1 - EX-5.1 - STEMLINE THERAPEUTICS INC | a12-7434_25ex5d1.htm |
| EX-23.1 - EX-23.1 - STEMLINE THERAPEUTICS INC | a12-7434_25ex23d1.htm |
As filed with the Securities and Exchange Commission on January 28, 2013
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STEMLINE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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2834 |
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45-0522567 |
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(State or other jurisdiction of |
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(Primary Standard Industrial |
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(I.R.S. Employer |
750 Lexington Avenue
Sixth Floor
New York, New York 10022
(212) 831-1111
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Ivan Bergstein, M.D.
Chairman, President and Chief Executive Officer
Stemline Therapeutics, Inc.
750 Lexington Avenue
Sixth Floor
New York, New York 10022
(212) 831-1111
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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James T. Barrett, Esq. Matthew J. Gardella, Esq. Edwards Wildman Palmer LLP 111 Huntington Avenue Boston, Massachusetts 02199 (617) 239-0100 |
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Ivan Blumenthal, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Chrysler Center 666 Third Avenue New York, New York 10017 (212) 935-3000 |
Approximate date of commencement of proposed sale to 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. o
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. x Registration No. 333-180515
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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o |
Accelerated filer o |
Non-accelerated filer x |
Smaller reporting company o |
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities |
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Proposed Maximum Aggregate |
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Amount of Registration Fee(2) |
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Common Stock, $0.0001 par value per share |
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$ |
6,279,000 |
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$ |
856.46 |
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Representative’s Warrants to Purchase Common Stock(3) |
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— |
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— |
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Common Stock Underlying Representative’s Warrants(4)(5) |
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245,700 |
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33.52 |
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Total Registration Fee(6) |
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$ |
6,524,700 |
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$ |
889.98 |
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(1) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. |
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(2) |
The registration fee is calculated in accordance with Rule 457(o) under the Securities Act. The Registrant previously registered an aggregate of $32,623,500 of its shares on the Registrant’s Registration Statement on Form S-1 (File No. 333-180515) declared effective on January 28, 2013, for which a filing fee of $4,449.85 was paid. |
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(3) |
No registration fee pursuant to Rule 457(g) under the Securities Act. |
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(4) |
Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. |
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(5) |
The common stock underlying the warrants is being registered solely in connection with the Securities and Exchange Commission’s Compliance and Disclosure Interpretations for Securities Act Sections, Question 139.05. No “offer” of such common stock exists as defined in Section 2(a)(3) of the Securities Act because the warrants are not exercisable until one year following the effective date of the Registration Statement. |
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(6) |
Previously paid. |
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act, 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, for the purpose of registering additional shares of common stock, par value $0.0001 per share, of Stemline Therapeutics, Inc., a Delaware corporation. The contents of the Registrant’s earlier Registration Statement on Form S-1 (File No. 333-180515), as amended, which was declared effective on January 28, 2013, are incorporated herein by reference into, and shall be deemed part of, this registration statement.
The required opinions and consents are listed on an 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 New York, State of New York, on this 28th day of January, 2013.
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STEMLINE THERAPEUTICS, INC. | |
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By: |
/s/ Ivan Bergstein, M.D. |
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Ivan Bergstein, M.D. |
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Chairman, President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.
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Signature |
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Title |
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Date | |
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/s/ IVAN BERGSTEIN, M.D. |
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Chairman, President, Chief Executive |
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January 28, 2013 | |
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Ivan Bergstein, M.D. |
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/s/ STEPHEN P. HALL |
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Vice President of Finance and Chief |
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January 28, 2013 | |
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Stephen P. Hall |
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* |
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Director |
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January 28, 2013 | |
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J. Kevin Buchi |
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* |
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Director |
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January 28, 2013 | |
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Kenneth Zuerblis |
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* |
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Director |
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January 28, 2013 | |
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Ron Bentsur |
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* |
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Director |
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January 28, 2013 | |
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Eric L. Dobmeier |
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*By: |
/s/ IVAN BERGSTEIN, M.D. |
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Ivan Bergstein, M.D. |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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5.1 |
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Opinion of Edwards Wildman Palmer LLP |
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23.1 |
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Consent of Ernst & Young LLP, Independent Registered Accounting Firm |
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23.2 |
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Consent of Edwards Wildman Palmer LLP (included in Exhibit 5.1) |
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24.1* |
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Power of Attorney |
* Filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-180515) filed with the Commission on October 22, 2012.