As filed with the Securities and Exchange Commission on March 19, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AKEBIA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 20-8756903 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
245 First Street, Suite 1100
Cambridge, MA 02142
(617) 871-2098
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
John P. Butler
President and Chief Executive Officer
245 First Street, Suite 1100
Cambridge, MA 02142
(617) 871-2098
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Christopher D. Comeau, Esq. Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 951-7000 |
Nicole R. Hadas, Esq. General Counsel and Secretary Akebia Therapeutics, Inc. 245 First Street, Suite 1100 Cambridge, MA 02142 (617) 871-2098 |
Peter N. Handrinos, Esq. Latham & Watkins LLP John Hancock Tower, 20th Floor 200 Clarendon Street Boston, MA 02116 (617) 948-6060 |
Approximate date of commencement of proposed sale to 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. x 333- 193969
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.
| 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 |
Proposed maximum aggregate offering price |
Amount of registration fee(1) | ||
| Common Stock, $0.00001 par value |
$19,159,000 | $2,468 | ||
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| (1) | The registration fee is calculated in accordance with Rule 457(o) 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 $95,795,000 on a Registration Statement on Form S-1 (File No. 333-193969), which was declared effective by the Securities and Exchange Commission on March 19, 2014. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $114,954,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ over-allotment option. |
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
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the Registration Statement on Form S-1 (File No. 333-193969) filed by Akebia Therapeutics, Inc. with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on March 19, 2014, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an 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 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Cambridge, Commonwealth of Massachusetts, on March 19, 2014.
| AKEBIA THERAPEUTICS, INC. | ||
| By: | /s/ JOHN P. BUTLER John P. Butler Chief Executive Officer and President | |
Signatures
Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /S/ JOHN P. BUTLER John P. Butler |
Chief Executive Officer and President (Principal Executive Officer) |
March 19, 2014 | ||
| * Jason A. Amello |
Senior Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) |
March 19, 2014 | ||
| * Muneer A. Satter |
Director |
March 19, 2014 | ||
| * Jack Nielsen |
Director |
March 19, 2014 | ||
| * Anupam Dalal, M.D. |
Director |
March 19, 2014 | ||
| * Kim Dueholm, Ph.D. |
Director |
March 19, 2014 | ||
| * Duane Nash, M.D. |
Director |
March 19, 2014 | ||
| * Michael S. Wyzga |
Director |
March 19, 2014 | ||
| *by: |
/s/ JOHN P. BUTLER John P. Butler Attorney-in-Fact |
| Exhibit Number |
Description of Exhibit | |||
| 5.1 | Opinion of Ropes & Gray LLP | |||
| 23.1 | Consent of Ernst & Young LLP | |||
| 23.2 | Consent of Ropes & Gray 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. 333-193969), originally filed with the Securities and Exchange Commission on February 14, 2014 and incorporated by reference herein. |
Exhibit 5.1
March 19, 2014
Akebia Therapeutics, Inc.
245 First Street, Suite 1100
Cambridge, MA 02142
(617) 871-2098
Re: Registration Statement on Form S-1 filed pursuant to Rule 462(b)
Ladies and Gentlemen:
This opinion letter is furnished to you in connection with the above-referenced registration statement (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 1,127,000 shares of common stock, $0.00001 par value per share (the “Securities”), of Akebia Therapeutics, Inc., a Delaware corporation (the “Company”), including 144,647 Securities that may be purchased by the underwriters upon their exercise of an over-allotment option granted to the underwriters by the Company. The Securities are proposed to be sold pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into among the Company and the underwriters named therein.
We have acted as counsel for the Company in connection with the proposed sale of the Securities. For purposes of this opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary.
The opinions expressed below are limited to the Delaware General Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the Securities have been duly authorized and, when issued and delivered pursuant to the Underwriting Agreement and against payment of the consideration set forth therein, will be validly issued, fully paid and non-assessable.
We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Sections 7 of the Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Ropes & Gray LLP
Ropes & Gray LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” and to the use of our report dated February 14, 2014 (except Note 16, as to which the date is March 7, 2014), in the Registration Statement (Form S-1 No. 333-193969) and related Prospectus of Akebia Therapeutics, Inc. for the registration of shares of its common stock, as incorporated by reference in this Registration Statement (Form S-1) filed with the Securities and Exchange Commission on March 19, 2014 for the registration of its shares of common stock.
/s/ Ernst & Young LLP
Cincinnati, Ohio
March 19, 2014