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EX-23.1 - EXHIBIT 23.1 - Edgewise Therapeutics, Inc.tm2037601d19_ex23-1.htm
EX-5.1 - EXHIBIT 5.1 - Edgewise Therapeutics, Inc.tm2037601d19_ex5-1.htm

 

As filed with the Securities and Exchange Commission on March 25, 2021.

Registration No. 333-                  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT

Under 

The Securities Act of 1933

 

EDGEWISE THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware 2834 82-1725586
(State or other jurisdiction of
incorporation or organization)

3415 Colorado Ave.

Boulder, CO 80303

(303) 735-8373

Kevin Koch, Ph.D.

President and Chief Executive Officer

Edgewise Therapeutics, Inc.

3415 Colorado Ave.

Boulder, CO 80303

(303) 735-8373

(I.R.S. Employer
Identification Number)

 

Copies to:

Kenneth A. Clark

Tony Jeffries

Jennifer Knapp

Melissa Rick

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, CA 94304

(650) 493-9300

R. Michael Carruthers

Chief Financial Officer

Edgewise Therapeutics, Inc.

3415 Colorado Ave.

Boulder, CO 80303

(303) 735-8373

Richard Segal

Divakar Gupta

Ryan Sansom

Brandon Fenn

Cooley LLP

55 Hudson Yards

New York, NY 10001

(212) 479-6000

 

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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x Registration No. 333-253923

 

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 x Smaller reporting company x
    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 pursuant to Section 7(a)(2)(B) of the Securities Act.  ¨

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class

of Securities to be Registered

 

Amount to be

Registered(1)

 

Proposed Maximum

Offering Price Per

Share

 

Proposed Maximum

Aggregate Offering

Price

 

Amount of

Registration Fee(2)

Common stock, $0.0001 par value per share   1,150,000   $16.00   $18,400,000   $2,008

(1) Represents only the additional number of shares being registered and includes 150,000 additional shares of common stock that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the registration statement on Form S-1 (File No. 333-253923).

 

(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 $184,000,000 on a registration statement on Form S-1 (File No. 333-253923), which was declared effective by the Securities and Exchange Commission on March 25, 2021. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $18,400,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ 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) of the Securities Act of 1933, as amended.

 

 

 

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

Edgewise Therapeutics, Inc., a Delaware corporation (the “Company”), is filing this registration statement with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the public offering of securities contemplated by the registration statement on Form S-1 (File No. 333-253923) originally filed on March 5, 2021, as amended (the "Prior Registration Statement"), and which the Securities and Exchange Commission declared effective on March 25, 2021.

 

The Company is filing this registration statement for the sole purpose of increasing by 1,150,000 shares the aggregate number of shares of its common stock, par value $0.0001 per share, to be registered for sale, 150,000 of which are subject to purchase upon exercise of the underwriters' option to purchase additional shares of the Company's common stock. The additional shares that are being registered for 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 opinions and consents are listed on the Exhibit Index attached hereto and are filed herewith.

 

 

 

EXHIBIT INDEX

 

Exhibit

Number

  Description
5.1   Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation.
23.1   Consent of Independent Registered Public Accounting Firm.
23.2   Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in Exhibit 5.1).
24.1   Power of Attorney (see page II-6 of the Registration Statement on Form S-1 (File No. 333-253923) filed on March 5, 2021).

 

II-1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, Colorado, on March 25, 2021.

 

  EDGEWISE THERAPEUTICS, INC.
     
  By: /s/ Kevin Koch
    Kevin Koch, Ph.D.
    President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature     Title     Date
             

/s/ Kevin Koch

   

President, Chief Executive Officer and Director (Principal Executive Officer)

   

March 25, 2021

Kevin Koch, Ph.D.  
             

/s/ R. Michael Carruthers

   

Chief Financial Officer (Principal Financial and Accounting Officer)

   

March 25, 2021

R. Michael Carruthers  
             

*

   

Co-Founder, Chairman and Director

   

March 25, 2021

Peter Thompson, M.D.  
             

*

   

Chief Scientific Officer and Director

   

March 25, 2021

Alan Russell, Ph.D.  
             

*

   

Director

   

March 25, 2021

Laura A. Brege  
             

*

   

Co-Founder and Director

   

March 25, 2021

Badreddin Edris, Ph.D.  
             

*

   

Director

   

March 25, 2021

Kenneth Harrison, Ph.D.  
             

*

   

Director

   

March 25, 2021

Jonathan Root, M.D.  
             

*By:  /s/ Kevin Koch

           

Kevin Koch, Ph.D.

Attorney-in-fact

           

 

II-2