Attached files
file | filename |
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EX-23.1 - EX-23.1 - Verve Therapeutics, Inc. | d156900dex231.htm |
EX-5.1 - EX-5.1 - Verve Therapeutics, Inc. | d156900dex51.htm |
As filed with the Securities and Exchange Commission on June 16, 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
VERVE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 82-4800132 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
500 Technology Square, Suite 901
Cambridge, Massachusetts 02139
(617) 603-0070
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Sekar Kathiresan, M.D.
Chief Executive Officer
500 Technology Square, Suite 901
Cambridge, Massachusetts 02139
(617) 603-0070
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Lia Der Marderosian Craig Hilts Timothy J. Kulis Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 (617) 526-6000 |
Brent B. Siler Divakar Gupta Richard Segal Darah Protas Cooley LLP 1299 Pennsylvania Avenue, NW, Suite 700 Washington, DC 20004 (202) 842-7800 |
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. ☒ 333-256608
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 | ☒ | 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 |
Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee | ||||
Common stock, par value $0.001 per share |
2,571,157 shares | $19.00 | $48,851,983 | $5,330 | ||||
| ||||||||
|
(1) | Includes 335,368 shares of common stock the underwriters have the option to purchase. |
(2) | Calculated pursuant to Rule 457(a) under the Securities Act of 1933, as amended, based on the initial public offering price. |
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share, of Verve Therapeutics, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-256608), which was declared effective by the Securities and Exchange Commission on June 16, 2021, are incorporated in this registration statement by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 16th day of June, 2021.
VERVE THERAPEUTICS, INC. | ||
By: | /s/ Sekar Kathiresan | |
Sekar Kathiresan, M.D. Chief Executive Officer |
SIGNATURES
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/ Sekar Kathiresan Sekar Kathiresan, M.D. |
Chief Executive Officer, Director (Principal Executive Officer) |
June 16, 2021 | ||
/s/ Andrew Ashe Andrew Ashe, J.D. |
President and Chief Operating Officer (Principal Financial Officer) |
June 16, 2021 | ||
/s/ Margaret Beaudoin Margaret Beaudoin |
Vice President, Finance (Principal Accounting Officer) |
June 16, 2021 | ||
* Burt Adelman, M.D. |
Chairman of the Board |
June 16, 2021 | ||
* John Evans |
Director |
June 16, 2021 | ||
* Michael MacLean |
Director |
June 16, 2021 | ||
* Sheila Mikhail |
Director |
June 16, 2021 | ||
* Krishna Yeshwant, M.D. |
Director |
June 16, 2021 |
* By: | /s/ Andrew Ashe | |||
Andrew Ashe | ||||
Attorney-in-fact |