As filed with the Securities and Exchange Commission on August 28, 2018
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ENDOLOGIX, INC.
(Exact
name of registrant as specified in its charter)
|
|
|
Delaware
|
|
68-0328265
|
(State or other jurisdiction of
incorporation or organization)
|
|
(IRS Employer
Identification No.)
|
2 Musick
Irvine, California 92618
(949)
595-7200
(Address, including zip code and telephone number, including area code, of the registrants principal executive offices)
John Onopchenko
Chief
Executive Officer
Endologix, Inc.
2 Musick
Irvine,
California 92618
(949)
595-7200
(Name, address, including zip code and telephone number, including area code, of the agent for service)
Copies to:
|
|
|
Jeremy Hayden
General Counsel
Endologix,
Inc.
2 Musick
Irvine, California 92618
(949)
595-7200
|
|
Michael S. Kagnoff, Esq.
DLA Piper LLP (US)
4365
Executive Drive, Suite 1100
San Diego, California 92121
(858)
677-1400
|
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ☐
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 other than securities offered only in connection with dividend or interest reinvestment plans, 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. ☐
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 registration statement filed pursuant to General Instruction I.D. or a post-effective amendment thereto that
shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the
following box. ☐
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 definitions of large accelerated filer, accelerated filer, smaller reporting company, and
emerging growth company in Rule
12b-2
of the Exchange Act (Check one):
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
Non-accelerated filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
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. ☐
CALCULATION OF
REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
Title of Each Class of
Securities to be Registered
|
|
Amount
to be
Registered(1)
|
|
Proposed
Maximum
Offering Price
Per Share(2)
|
|
Proposed
Maximum
Aggregate
Offering Price(2)
|
|
Amount of
Registration Fee
|
Common Stock, $0.001 par value per share
|
|
8,750,001
|
|
$2.43
|
|
$21,262,503
|
|
$2,647.19
|
|
|
(1)
|
Consists of 8,750,001 shares of common stock issuable upon the exercise of outstanding warrants. Pursuant to
Rule 429 under the Securities Act of 1933, as amended, or the Securities Act, and as further described below under Explanatory Note, this registration statement also relates to, and this amount does not include, 6,470,000 shares of
common stock issuable upon exercise of outstanding warrants, all previously registered by the Company pursuant to a prior registration statement on Form
S-3
(File
No. 333-217602).
Pursuant to Rule 416(a) under the Securities Act, the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable with
respect to the shares of common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions.
|
(2)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c)
promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon the average of the high and low prices of the Registrants common stock as reported on The Nasdaq Global Select Market on
August 23, 2018.
|
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.
Pursuant to the
provisions of Rule 429 under the Securities Act, the prospectus contained in this registration statement also relates to the Companys registration statement on Form
S-3
(No.
333-217602).