As filed with the Securities and Exchange Commission on December 6, 2018

Registration No. 333-228355

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Synthorx, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		2834		46-4709185
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

11099 N. Torrey Pines Road, Suite 190

La Jolla, California 92121

(858) 750-4700

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

 

 

Laura K. Shawver, Ph.D.

President and Chief Executive Officer

Synthorx, Inc.

11099 N. Torrey Pines Road, Suite 190

La Jolla, California 92037

(858) 750-4700

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

 

 

Copies to:

 

Kenneth J. Rollins, Esq. Cooley LLP 4401 Eastgate Mall San Diego, California 92121 (858) 550-6000		Christian V. Kuhlen, Esq. General Counsel Synthorx, Inc. 11099 N. Torrey Pines Road, Suite 190 La Jolla, California 92037 (858) 750-4700		Cheston J. Larson, Esq. Matthew T. Bush, Esq. Latham & Watkins LLP 12670 High Bluff Drive San Diego, California 92130 (858) 523-5400

 

 

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, 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(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 number of the earlier effective registration statement for the same offering.   ☒ 333-228355

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.   ☒

 

 

This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.

 

 

 

 

Explanatory Note

This Post-Effective Amendment No. 1 (this “Amendment”) relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-228355), as amended, declared effective on December 6, 2018 by the Securities and Exchange Commission. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

 

Exhibit Number				Description of Document
	5.1			Opinion of Cooley LLP.
	23.2			Consent of Cooley LLP (included in Exhibit 5.1).
	24.1			Power of Attorney (included on the signature page of the Registration Statement on Form S-1, as amended (File No. 333-228355), filed with the Commission on November 13, 2018 and incorporated herein by reference).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on the 6^th day of December, 2018.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Laura Shawver, Ph.D.   Laura Shawver, Ph.D.		President, Chief Executive Officer and Member of the Board of Directors (Principal Executive Officer)		December 6, 2018
/s/ Tighe Reardon   Tighe Reardon		Acting Chief Financial Officer (Principal Financial and Accounting Officer)		December 6, 2018
*   Vickie Capps		Member of the Board of Directors		December 6, 2018
*   Peter Kolchinsky, Ph.D.		Member of the Board of Directors		December 6, 2018
*   Jay Lichter, Ph.D.		Member of the Board of Directors		December 6, 2018
*   Floyd Romesberg, Ph.D.		Member of the Board of Directors		December 6, 2018
*   Peter Thompson, M.D.		Member of the Board of Directors		December 6, 2018
*   Pratik Shah, Ph.D.		Member of the Board of Directors		December 6, 2018

 

*By:		/s/ Laura Shawver, Ph.D
		Laura Shawver, Ph.D. Attorney-in-Fact