Attached files
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EX-23.1 - EX-23.1 - Aptinyx Inc. | a18-8920_8ex23d1.htm |
EX-5.1 - EX-5.1 - Aptinyx Inc. | a18-8920_8ex5d1.htm |
As filed with the Securities and Exchange Commission on June 20, 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
Aptinyx Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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2834 |
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45-4626057 |
(State or other jurisdiction of |
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(Primary Standard Industrial |
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(I.R.S. Employer |
909 Davis Street, Suite 600
Evanston, IL 60201
(847) 871-0377
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Norbert G. Riedel
Chief Executive Officer and President
Aptinyx Inc.
909 Davis Street, Suite 600
Evanston, IL 60201
(847) 871-0377
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Mitchell S. Bloom, Esq. |
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Ashish Khanna |
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Deanna L. Kirkpatrick, Esq. |
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.o
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 333-225150
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, a 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 o |
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Accelerated Filer o |
Non-Accelerated Filer (Do not check if a smaller reporting company) x |
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Smaller Reporting Company o |
Emerging Growth Company x
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 to Section 7(a)(2)(B) of the Securities Act. o
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered |
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Amount |
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Proposed maximum |
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Proposed maximum |
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Amount of |
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Common stock, par value $0.01 per share |
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1,226,666 |
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$16.00 |
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$19,626,656 |
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$2,444 |
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(1) Represents only the additional number of shares being registered and includes 160,000 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. 333-225150).
(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 $98,133,312 on a Registration Statement on Form S-1 (File No. 333-225150), which was declared effective by the Securities and Exchange Commission on June 20, 2018. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $19,626,656 is hereby registered, which includes shares issuable upon the exercise of the underwriters option to purchase additional shares.
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 pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act). The contents of the Registration Statement on Form S-1 (File No. 333-225150) filed by Aptinyx Inc. with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act, which was declared effective by the Commission on June 20, 2018, are 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. |
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Exhibit Index |
5.1 |
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23.1 |
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23.2 |
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24.1* |
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* Previously filed on the signature page to the Registrants Registration Statement on Form S-1, as amended (File No. 333-225150), originally filed with the Securities and Exchange Commission on May 23, 2018 and incorporated by reference herein.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Evanston, in the state of Illinois, on this 20th day of June, 2018.
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Aptinyx Inc. | ||
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By: |
/s/ Norbert G. Riedel | |
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Name: |
Norbert G. Riedel, Ph.D. |
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Title: |
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Norbert G. Riedel |
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Director, President, Chief Executive Officer and Principal Executive Officer |
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June 20, 2018 |
Norbert G. Riedel, Ph.D. |
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/s/ Ashish Khanna |
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Chief Financial Officer and Chief Business Officer Principal Financial and Accounting Officer |
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June 20, 2018 |
Ashish Khanna |
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* |
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Director |
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June 20, 2018 |
Wilbur H. Gantz III |
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* |
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Director |
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June 20, 2018 |
Patrick G. Enright |
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* |
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Director |
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June 20, 2018 |
Elisha P. Gould III |
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* |
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Director |
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June 20, 2018 |
Robert J. Hombach |
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* |
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Director |
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June 20, 2018 |
Adam M. Koppel, M.D., Ph.D. |
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* |
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Director |
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June 20, 2018 |
Liam Ratcliffe, M.D., Ph.D. |
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* |
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Director |
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June 20, 2018 |
James N. Topper, M.D., Ph.D. |
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* Pursuant to Power of Attorney |
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By: |
/s/ Ashish Khanna |
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Ashish Khanna |
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Attorney-In-Fact |
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