As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/29/15  EPIRUS Biopharmaceuticals, Inc.   S-3MEF      1/29/15    4:102K                                   Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Registration of Additional Securities               HTML     48K 
 2: EX-5.1      Opinion re: Legality                                HTML     21K 
 3: EX-23.2     Consent of Experts or Counsel                       HTML      6K 
 4: EX-23.3     Consent of Experts or Counsel                       HTML      6K 

 

As filed with the Securities and Exchange Commission on January 29, 2015

Registration No. 333-      

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-3

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

EPIRUS BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

699 Boylston Street

Eighth Floor

Boston, Massachusetts 02116

(617) 600-4313

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

 

 

Robert Ticktin

Senior Vice President, General Counsel and Secretary

EPIRUS Biopharmaceuticals, Inc.

699 Boylston Street

Eighth Floor

Boston, Massachusetts 02116

(617) 600-4313

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

 

 

Copies to:

 

Peter N. Handrinos, Esq.
Philip P. Rossetti, Esq.
Latham & Watkins LLP
John Hancock Tower, 27th Floor
200 Clarendon Street
Boston, MA  02116
(617) 948-6000

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared 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.  o

 

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.  x 333-183538

 

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, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to be Registered		Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Common Stock, par value $0.001 per share		$	512,000		$	59.49	(1)

(1)        Fee calculated pursuant to Rule 457(o) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).  The Registrant previously registered an aggregate of $75,000,000 of Common Stock on a Registration Statement on Form S-3 (File No. 333-183538), as amended, which was declared effective on September 17, 2012, and for which a filing fee of $5,895.00 was previously paid.  In accordance with Rule 462(b) promulgated under the Securities Act, an additional amount of Common Stock having a proposed maximum aggregate offering price of $512,000 is hereby registered, which includes shares issuable upon 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) promulgated under the Securities Act.

 

 

 

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 Boston, Commonwealth of Massachusetts, on this 29th day of January, 2015.

 

 

	EPIRUS BIOPHARMACEUTICALS, INC.
	By:	/s/ AMIT MUNSHI
		Amit Munshi
		President and 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 held on the dates indicated.

 

Signature		Title		Date
/s/ AMIT MUNSHI		President, Chief Executive Officer and Director (principal executive officer)		January 29, 2015
Amit Munshi
/s/ THOMAS SHEA		Chief Financial Officer (principal financial and accounting officer)		January 29, 2015
Thomas Shea
/s/ MARK H.N. CORRIGAN		Director		January 29, 2015
Mark H.N. Corrigan
/s/ WILLIAM HUNTER		Director		January 29, 2015
William Hunter
/s/ J. KEVIN BUCHI		Director		January 29, 2015
J. Kevin Buchi
/s/ GEOFFREY DUYK		Director		January 29, 2015
Geoffrey Duyk
/s/ DAOTIAN FU		Director		January 29, 2015
Daotian Fu
/s/ JULIE MCHUGH		Director		January 29, 2015
Julie McHugh
/s/ SCOTT ROCKLAGE		Director		January 29, 2015
Scott Rocklage

 

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