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EX-23.1 - EX-23.1 - CymaBay Therapeutics, Inc.d758487dex231.htm
EX-5.1 - EX-5.1 - CymaBay Therapeutics, Inc.d758487dex51.htm

As filed with the Securities and Exchange Commission on July 21, 2014

Registration No.            

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CymaBay Therapeutics, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware    2834    94-3103561
(State or other jurisdiction of
Incorporation or organization)
   (Primary Standard Industrial Classification
Code Number)
   (I.R.S. Employer Identification No.)

7999 Gateway Blvd., Suite 130

Newark, CA 94560

(510) 293-8800

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

 

 

Harold Van Wart, Ph.D.

President and Chief Executive Officer

CymaBay Therapeutics, Inc.

7999 Gateway Blvd., Suite 130

Newark, CA 94560

(510) 293-8800

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

 

 

Copies to:

 

Matthew B. Hemington

Brett D. White

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

 

Sujal Shah

Chief Financial Officer

CymaBay Therapeutics, Inc.

7999 Gateway Blvd., Suite 130

Newark, CA 94560

(510) 293-8800

 

Michael D. Maline

Goodwin Procter LLP

The New York Times Building

620 8th Avenue

New York, New York 10018

(212) 813-8800

 

 

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, 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. x (File No. 333-195127)

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, 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.

 

Large accelerated filer ¨   Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)   Smaller reporting company x

The registrant is an “emerging growth company” as defined in Section 2(a) of the Securities Act. This registration statement complies with the requirements that apply to an issuer that is an emerging growth company.

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of Securities to be Registered   Amount to be
Registered(1)(2)
 

Proposed Maximum

Offering

Price per Share(3)

 

Proposed Maximum

Aggregate

Offering Price (3)

 

Amount of

Registration Fee(3)

Common Stock, $0.0001 par value per share

 

575,000

  $6.0454   $3,476,105   $448

 

 

 

(1) Includes 75,000 shares the underwriters have the option to purchase to cover over-allotments, if any.

 

(2) The Registrant is registering 575,000 shares pursuant to this Registration Statement, which shares are in addition to the 4,025,000 registered pursuant to the Form S-1 Registration Statement (File No. 333-195127).

 

(3) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Proposed maximum aggregate offering price includes the aggregate offering price of shares that the underwriters have the option to purchase.

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933.

 

 

 


EXPLANATORY NOTE AND INCORPORATION OF

CERTAIN INFORMATION BY REFERENCE

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, CymaBay Therapeutics, Inc. (the “Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-195127) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on July 17, 2014, and which the Commission declared effective on July 21, 2014.

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by the Registrant by 575,000 shares, 75,000 of which may be sold by the Registrant in the event the underwriters exercise their option to purchase additional shares of the Registrant’s 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 Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby 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 Newark, State of California, on July 21, 2014.

 

CYMABAY THERAPEUTICS, INC.
By:  

/s/ Harold Van Wart

 

Harold Van Wart

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 and on the dates indicated.

 

Signature

 

Title

 

Date

/s/ Harold Van Wart

Harold Van Wart

 

Chief Executive Officer (principal executive officer)

  July 21, 2014

/s/ Sujal Shah

Sujal Shah

 

Chief Financial Officer (principal financial and accounting officer)

  July 21, 2014

*

Louis G. Lange, M.D., Ph.D.

 

Director

  July 21, 2014

*

Carl Goldfischer, M.D.

 

Director

  July 21, 2014

*

Hari Kumar, Ph.D.

 

Director

  July 21, 2014

*

Edward E. Penhoet, Ph.D.

 

Director

  July 21, 2014

*

Kurt von Emster, CFA

 

Director

  July 21, 2014

 

*By:  

/s/ Harold Van Wart

 

Harold Van Wart

Attorney-in-Fact


EXHIBIT INDEX

 

Exhibit
Number

  

Description

  5.1    Opinion of Cooley LLP.
23.1    Consent of Independent Registered Public Accounting Firm.
23.2    Consent of Cooley LLP (included in Exhibit 5.1).
24.1    Power of Attorney (incorporated by reference and filed with the SEC as Exhibit 24.1 to our Form S-1, filed with the SEC on April 8, 2014, SEC File No. 333-195127).