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EX-23.1 - EX-23.1 - Kymera Therapeutics, Inc.d153524dex231.htm
EX-5.1 - EX-5.1 - Kymera Therapeutics, Inc.d153524dex51.htm

As filed with the Securities and Exchange Commission on June 30, 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

 

 

Kymera Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2836   81-2992166

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

200 Arsenal Yards Blvd., Suite 230

Watertown, Massachusetts 02472

(857) 285-5300

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

Nello Mainolfi, Ph.D.

Founder, President and Chief Executive Officer

Kymera Therapeutics, Inc.

200 Arsenal Yards Blvd., Suite 230

Watertown, Massachusetts 02472

(857) 285-5300

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

 

 

Copies to:

William D. Collins, Esq.

Nicole Daley, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

(617) 570-1000

 

Bruce Jacobs, CFA, MBA

Kymera Therapeutics, Inc.

200 Arsenal Yards Blvd., Suite 230

Watertown, Massachusetts 02472

(857) 285-5300

 

Lisa Firenze, Esq

Molly Fox, Esq.

Wilmer Cutler Pickering Hale and Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, New York 10007

 

 

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.  ☒ 333-257476

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      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 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

aggregate offering
price per share

 

Proposed

maximum

aggregate

offering price

  Amount of
registration fee(2)

Common stock, par value $0.0001 per share

  868,250   $47.00   $40,807,750.00   $4,452.13

 

 

(1)

Represents only the additional number of shares being registered and includes 113,250 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the registrant previously registered on the Registration Statement on Form S-1 (File No. 333-257476).

(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 $204,148,000 on a Registration Statement on Form S-1 (File No. 333-257476), which was declared effective by the Securities and Exchange Commission on June 30, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $47.00 is hereby registered, which includes 113,250 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

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Kymera Therapeutics, 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. 333-257476) (the “Prior Registration Statement”), which the Registrant filed with the Commission on June 28, 2021, and which the Commission declared effective on June 30, 2021.

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 868,250 shares, 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 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 Ernst & Young 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 on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-257476), originally filed with the Securities and Exchange Commission on June 28, 2021 and incorporated by reference herein.


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 Cambridge, Massachusetts, on the 30th day of June, 2021.

 

KYMERA THERAPEUTICS, INC.
By  

/s/ Nello Mainolfi

  Nello Mainolfi, Ph.D
  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 person in the capacities and on the date indicated.

 

Name

  

Title

  

Date

/s/ Nello Mainolfi

  

President and Chief Executive Officer (Principal Executive Officer)

   June 30, 2021
Nello Mainolfi, Ph.D.   

/s/ Bruce Jacobs

  

Chief Financial Officer (Principal Financial and Accounting Officer)

   June 30, 2021
Bruce Jacobs, CFA, MBA   

*

  

Chair of the Board of Directors

   June 30, 2021
Bruce Booth, DPhil   

*

  

Director

   June 30, 2021
Jeffrey Albers, J.D., MBA   

*

  

Director

   June 30, 2021
Pamela Esposito, PhD   

*

  

Director

   June 30, 2021
Steven Hall, PhD   

*

  

Director

   June 30, 2021
Elena Ridloff, CFA   

*

  

Director

   June 30, 2021
Joanna Horobin, MB, ChB   

*

  

Director

   June 30, 2021
Gorjan Hrustanovic, Ph.D.   

*

  

Director

   June 30, 2021
Donald W. Nicholson, Ph.D.   

 

*By:  

/s/ Bruce Jacobs

  Bruce Jacobs
  Attorney-in-fact