As filed with the Securities and Exchange Commission on April 9, 2019.
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
PHASEBIO 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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03-0375697
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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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1 Great Valley Parkway, Suite 30
Malvern, Pennsylvania 19355
(610)
981-6500
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Jonathan P. Mow
Chief
Executive Officer
PhaseBio Pharmaceuticals, Inc.
11260 El Camino Real,
Suite 100
San Diego, CA
92130
(610)
981-6500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Christian E. Plaza
Darren K. DeStefano
Madison
A. Jones
Cooley LLP
11951 Freedom Drive
Reston,
Virginia 20190
(703)
456-8000
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Edwin M. OConnor
Seo Salimi
Goodwin Procter
LLP
620 Eighth Avenue
New York, New York 10018
(212)
813-8800
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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, 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. ☐
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. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a 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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Accelerated Filer ☐
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Non-accelerated Filer ☒
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Smaller Reporting Company ☒
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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
Aggregate Offering
Price Per Share
(2)
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Proposed Maximum
Aggregate Offering
Price
(2)
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Amount of
Registration
Fee
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Common stock, $0.001 par value per share
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3,450,000
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$11.73
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$40,468,500
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$4,904.78
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(1)
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Includes 450,000 shares of common stock that the underwriters have the option to purchase.
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(2)
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Estimated solely for purposes of calculating the amount of the registration fee pursuant to Rule 457(c)
under the Securities Act on the basis of the average of the high and low prices of the Registrants common shares as reported on the Nasdaq Global Market on April 8, 2019.
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The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.