Attached files
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EX-23.1 - EXHIBIT 23.1 - CASTLE BIOSCIENCES INC | nt10012655x6_ex23-1.htm |
EX-5.1 - EXHIBIT 5.1 - CASTLE BIOSCIENCES INC | nt10012655x6_ex5-1.htm |
As filed with the U.S. Securities and Exchange Commission on June 24, 2020.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Castle Biosciences, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
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8071
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77-0701774
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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820 S. Friendswood Drive, Suite 201
Friendswood, Texas 77546
(866) 788-9007
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Derek Maetzold
President and Chief Executive Officer
Castle Biosciences, Inc.
820 S. Friendswood Drive, Suite 201
Friendswood, Texas 77546
(866) 788-9007
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Thomas A. Coll, Esq.
Karen E. Deschaine, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
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Peter N. Handrinos, Esq.
Wesley Holmes, Esq.
Anthony Gostanian, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
(617) 880-4500
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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, 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. ☒ (File No. 333-239354)
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, 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
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided in Section 7(a)(2)(B) of the Securities
Act. ☐
CALCULATION OF REGISTRATION FEE | ||||
Title of Securities
to be Registered
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Proposed Maximum
Aggregate
Offering Price(1)
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Amount of
Registration Fee(1)
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Common Stock, $0.001 par value per share
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$11,994,500
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$1,557
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(1)
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The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price. The registrant previously registered
securities with a proposed maximum aggregate offering price not to exceed $73,105,500 on a Registration Statement on Form S-1 (File No. 333-239354), which was declared effective by the Securities and Exchange Commission on June 24, 2020. In
accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $11,994,500 is hereby registered, which includes the additional shares that the underwriters have
the option to purchase.
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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 OF CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Castle Biosciences, 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 (File No. 333-239354) (the “Prior Registration Statement”), which the
Registrant filed with the Commission on June 22, 2020, and which the Commission declared effective on June 24, 2020.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate offering price of shares of common stock to be offered by the Registrant in the public offering by $11,994,500,
which includes additional shares that the underwriters have the option to purchase. 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.
EXHIBIT INDEX
Exhibit
Number
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Description
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Opinion of Cooley LLP.
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Consent of Independent Registered Public Accounting Firm, KPMG LLP.
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Consent of Cooley LLP (included in Exhibit 5.1).
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Power of Attorney (included on the signature page of the Registration Statement on Form S-1 (File No. 333-239354), filed with the Commission on June 22, 2020 and incorporated herein by reference).
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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 Friendswood, State
of Texas, on the 24th day of June, 2020.
CASTLE BIOSCIENCES, INC.
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By:
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/s/ Derek J. Maetzold
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Derek J. Maetzold | |||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this registration statement 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/ Derek J. Maetzold
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President, Chief Executive Officer and
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June 24, 2020
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Derek J. Maetzold | Member of the Board of Directors | |||
(Principal Executive Officer)
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/s/ Frank Stokes |
Chief Financial Officer
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June 24, 2020
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Frank Stokes | (Principal Financial and Accounting Officer) | |||
*
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Chairman of the Board of Directors
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June 24, 2020
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Daniel M. Bradbury | ||||
*
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Member of the Board of Directors
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June 24, 2020
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Bonnie H. Anderson | ||||
*
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Member of the Board of Directors
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June 24, 2020
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Mara Aspinall | ||||
*
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Member of the Board of Directors
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June 24, 2020
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G. Bradley Cole | ||||
*
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Member of the Board of Directors
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June 24, 2020
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Joseph C. Cook III | ||||
*
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Member of the Board of Directors
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June 24, 2020
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Miles D. Harrison | ||||
*
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Member of the Board of Directors
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June 24, 2020
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David Kabakoff, Ph.D. |
*By:
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/s/ Derek J. Maetzold
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Derek J. Maetzold
Attorney-in-fact
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