As filed with the Securities and Exchange Commission on November 12, 2020.
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
ORIC PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
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Delaware
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2834
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47-1787157
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number
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(I.R.S. Employer
Identification Number)
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240 E. Grand Ave, 2 Floor
South San Francisco, CA 94080
(650) 388-5600
Jacob M.
Chacko, M.D.
President and Chief Executive Officer
ORIC Pharmaceuticals, Inc.
240 E. Grand Ave, 2 Floor
South San Francisco, CA 94080
(650) 388-5600
Copies to:
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Kenneth A. Clark
Tony Jeffries
Jennifer
Knapp
Melissa Rick
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo
Alto, CA 94304
(650) 493-9300
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Dominic Piscitelli
Chief Financial Officer
ORIC Pharmaceuticals, Inc.
240 E. Grand Ave, 2 Floor
South San Francisco, CA 94080
(650) 388-5600
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Charles S. Kim
Sean Clayton
Kristin
VanderPas
Cooley LLP
4401 Eastgate Mall
San
Diego, CA 92121
(858) 550-6000
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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, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ Registration No. 333-250001
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, 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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering
Price
Per Share
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee(2)
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Common stock, $0.0001 par value per share
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1,196,000
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$23.00
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$27,508,000
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$3,002
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(1)
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Represents only the additional number of shares being registered and includes 156,000 additional shares of
common stock that the underwriters have the option to purchase. Does not include the securities that the registrant previously registered on the registration statement on Form S-1 (File No. 333-250001).
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(2)
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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 $111,090,000 on a registration statement on Form S-1 (File No. 333-250001), which was declared effective by the Securities and Exchange Commission on November 12, 2020. In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional
amount of securities having a proposed maximum aggregate offering price of $27,508,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters option to purchase additional shares.
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This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of
the Securities Act of 1933, as amended.