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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/24/15 Pfenex Inc. S-1MEF 4/24/15 3:95K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: S-1MEF Registration of Additional Securities HTML 26K 2: EX-5.1 Opinion re: Legality HTML 10K 3: EX-23.1 Consent of Experts or Counsel HTML 5K
| S-1MEF |
As filed with the Securities and Exchange Commission on April 24, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PFENEX INC.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 26-1356759 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
10790 Roselle Street
(858) 352-4400
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Bertrand C. Liang M.D., Ph.D.
Chief Executive Officer
Pfenex Inc.
10790 Roselle Street
(858) 352-4400
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Jeffrey D. Saper Daniel R. Koeppen Wilson Sonsini Goodrich & Rosati Professional Corporation 12235 El Camino Real, Suite 200 (858) 350-2300 |
Chief Financial Officer Pfenex Inc. 10790 Roselle Street (858) 352-4400 |
Christopher Lueking Latham & Watkins LLP 330 North Wabash Avenue, Suite 2800 (312) 876-7700 |
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, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-203418
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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of Each Class of Securities to be Registered |
Amount to be |
Proposed Maximum Offering Price Per Share |
Proposed Offering Price(2) |
Amount of Registration Fee(3) | ||||
| Common Stock, par value $0.001 per share |
1,000,000 | $15.50 | $15,500,000 | $1,801.10 | ||||
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| (1) | Represents only the additional number of shares being registered. Does not include the securities that registrant previously registered on Registration Statement on Form S-1 (File No. 333-203418), as amended (the “Registration Statement”). |
| (2) | The registrant previously registered securities with an aggregate offering price not to exceed $95,737,500 on the Registration Statement, which was declared effective by the Securities and Exchange Commission on April 23, 2015. In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the Registration Statement, or $15,500,000, is hereby registered. |
| (3) | Calculated pursuant to Rule 457(a) under the Securities Act. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) 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, Pfenex Inc., a Delaware corporation, is filing this registration statement with the Securities and Exchange Commission, or SEC. This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-203418), which we originally filed on April 15, 2015, or the Registration Statement, and which the SEC declared effective on April 23, 2015.
We are filing this registration statement for the sole purpose of increasing the aggregate number of shares of common stock, par value $0.001 per share, offered by us by 310,000 shares and the number of shares offered by certain of our selling stockholders by 690,000 shares. The additional shares of common stock 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 Registration Statement. The information set forth in the Registration Statement is incorporated by reference in this filing.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
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 San Diego, State of California, on April 24, 2015.
| PFENEX INC. | ||
| By: | ||
| Bertrand C. Liang, M.D., Ph.D. | ||
| President, Chief Executive Officer, Secretary, and Director | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| President, Chief Executive Officer and Director (Principal Executive Officer) |
April 24, 2015 | |||
| Bertrand C. Liang, M.D., Ph.D. | ||||
| /s/ Paul A. Wagner |
Chief Financial Officer (Principal Financial Officer) |
April 24, 2015 | ||
| Paul A. Wagner, Ph.D. | ||||
| /s/ Patricia Lady |
Chief Accounting Officer (Principal Accounting Officer) |
April 24, 2015 | ||
| Patricia Lady | ||||
| * |
Director | April 24, 2015 | ||
| William R. Rohn | ||||
| * |
Director | April 24, 2015 | ||
| Robin D. Campbell | ||||
| * |
Director | April 24, 2015 | ||
| Phillip M. Schneider | ||||
|
|
Director | April 24, 2015 | ||
| John M. Taylor | ||||
| *By: | ||
| Bertrand C. Liang, M.D., Ph.D. Attorney-in-fact |
| Exhibit |
Description of Exhibit | |
| 5.1 | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation. | |
| 23.1 | Consent of Haskell & White, LLP, Independent Registered Public Accounting Firm. | |
| 23.2 | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (included in exhibit 5.1). | |
| 24.1 | Powers of Attorney (incorporated by reference to Exhibit 24.1 of the Form S-1 Registration Statement (Registration No. 333-203418)). | |
| This ‘S-1MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 4/24/15 | |||
| 4/23/15 | 4, S-1/A | |||
| 4/15/15 | S-1 | |||
| List all Filings | ||||