Attached files

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EX-23.1 - EX-23.1 - Deciphera Pharmaceuticals, Inc.d597780dex231.htm
EX-5.1 - EX-5.1 - Deciphera Pharmaceuticals, Inc.d597780dex51.htm

As filed with the Securities and Exchange Commission on June 6, 2018.

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

DECIPHERA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2834   30-1003521

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

500 Totten Pond Road

Waltham, MA 02451

(781) 209-6400

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

 

 

Michael D. Taylor, Ph.D.

President & Chief Executive Officer

500 Totten Pond Road

Waltham, MA 02451

(781) 209-6400

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

 

 

Copies to:

 

Richard A. Hoffman, Esq.

Edwin M. O’Connor, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

 

Richard D. Truesdell Jr., Esq.

Marcel R. Fausten, Esq.

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 the effective date of this registration statement.

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, as amended, 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.  ☒ File No. 333-225411

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   ☒  (Do not check if a smaller reporting company)    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

 

Proposed

Maximum

Aggregate

Offering Price(1)

  Amount of
Registration Fee(2)

Common Stock, par value $0.01 per share

  $32,588,125   $4,058

 

 

(1) In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, the Registrant is registering an additional amount of securities having a proposed maximum offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the related Registration Statement on Form S-1, as amended (File No. 333-225411). Includes the aggregate offering price of shares that may be purchased by the underwriters pursuant to an option to purchase additional shares.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes the aggregate offering price of shares that may be purchased by the underwriters pursuant to an option to purchase additional shares.

 

 

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

 

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement relates to the public offering of common stock, par value $0.01 per share, of the Registrant contemplated by the Registration Statement on Form S-1 (File No. 333-225411), initially filed with the Securities and Exchange Commission by the Registrant on June 4, 2018 (as amended, the “Prior Registration Statement”), and is being filed for the sole purpose of registering an increase in the maximum aggregate offering price of $32,588,125 of securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement, which was declared effective by the Securities and Exchange Commission on June 6, 2018, and all exhibits thereto are hereby incorporated by reference into this Registration Statement.

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


EXHIBIT INDEX

 

Exhibit

    No.  

  

Exhibit Index

    
  5.1    Opinion of Goodwin Procter LLP   
23.1    Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm   
23.2    Consent of Goodwin Procter LLP (included in Exhibit 5.1)   
24.1**    Power of Attorney   

 

** Previously filed.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on June 6, 2018.

 

DECIPHERA PHARMACEUTICALS, INC.
By:  

/s/ Michael D. Taylor

  Michael D. Taylor, Ph.D.
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following person in the capacities and on the date indicated.

 

Name

  

Title

  

Date

/s/ Michael D. Taylor

   President, Chief Executive Officer and Director   
Michael D. Taylor, Ph.D.    (Principal Executive Officer)    June 6, 2018

/s/ Thomas P. Kelly

   Chief Financial Officer   
Thomas P. Kelly    (Principal Financial and Accounting Officer)    June 6, 2018

*

     
Patricia L. Allen    Director    June 6, 2018

*

     
Edward J. Benz, Jr., M.D.    Director    June 6, 2018

*

     
James A. Bristol, Ph.D.    Director    June 6, 2018

*

     
Steven L. Hoerter    Director    June 6, 2018

*

     
John R. Martin    Director    June 6, 2018

*

     
Liam Ratcliffe, M.D., Ph.D    Director    June 6, 2018

*

     
Michael Ross, Ph.D    Director    June 6, 2018

*

     
Dennis L. Walsh    Director    June 6, 2018

 

*By:   

/s/ Michael D. Taylor

        
   Michael D. Taylor, Ph.D.       Attorney-in-fact    June 6, 2018