Attached files

file filename
EX-5.1 - EX-5.1 - KalVista Pharmaceuticals, Inc.d907686dex51.htm
EX-23.1 - EX-23.1 - KalVista Pharmaceuticals, Inc.d907686dex231.htm

As filed with the Securities and Exchange Commission on April 8, 2015

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Carbylan Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 2834 20-0915291

(State or Other Jurisdiction of

Incorporation or Organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

3181 Porter Drive

Palo Alto, CA 94304

(650) 855-6777

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

David M. Renzi

Carbylan Therapeutics, Inc.

3181 Porter Drive

Palo Alto, CA 94304

(650) 855-6777

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

 

David J. Saul, Esq.

Ropes & Gray LLP

1900 University Ave., 6th Floor

East Palo Alto, CA 94303

Telephone: (650) 617-4000

Facsimile: (650) 566-4232

 

Brian J. Cuneo, Esq.

Latham & Watkins LLP

140 Scott Drive

Menlo Park, CA 94025

Telephone: (650) 328-4600

Facsimile: (650) 463-2600

 

 

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.  x 333-201278

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. (Check one).

 

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

 

 

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(2)

  Amount of
registration fee

Common Stock, $0.001 par value per share

  1,150,000   $5.00   $5,750,000   $668.15

 

 

(1) Represents only the additional number of shares being registered and includes 150,000 shares of common stock issuable upon 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. 333-201278).
(2) Calculated solely for purposes of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

 

 

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 with respect to the registration of 1,150,000 additional shares of common stock, par value $0.001 per share, of Carbylan Therapeutics, Inc., a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, representing an increase in the maximum aggregate offering price of $5,750,000. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-201278), which was declared effective by the Securities and Exchange Commission on April 8, 2015, are incorporated in this registration statement by reference.

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


Signatures

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California on the 8th day of April, 2015.

 

CARBYLAN THERAPEUTICS, INC.
By:  

/s/ David M. Renzi

Name:   David M. Renzi
Title:   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/ David M. Renzi

David M. Renzi

   President, Chief Executive Officer and Director (Principal Executive Officer)   April 8, 2015

/s/ T. Michael White

T. Michael White

  

Chief Financial Officer (Principal

Financial and Accounting Officer)

  April 8, 2015

*

Steven Basta

  

Director

 

April 8, 2015

*

Albert Cha, M.D., PhD.

  

Director

 

April 8, 2015

*

David Clapper

  

Director

 

April 8, 2015

*

Keith Katkin

  

Director

 

April 8, 2015

*

Guy Nohra

  

Director

 

April 8, 2015

*

Edward Unkart

  

Director

 

April 8, 2015

*

Reza Zadno, Ph.D.

  

Director

 

April 8, 2015

 

*By:

  /s/ David M. Renzi
 

David M. Renzi

 

Attorney-in-Fact


Exhibit Index

 

Exhibit no.

  

Description

  5.1    Opinion of Ropes & Gray LLP
23.1    Consent of PriceWaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2    Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1)
24.1    Powers of Attorney (previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, Registration No. 333-201278, and incorporated by reference herein)