As filed with the Securities and Exchange Commission on November 9, 2018.
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ZAFGEN, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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20-3857670
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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175 Portland Street, 4th Floor
Boston, Massachusetts 02114
(Address of principal executive offices)
(617)
622-4003
(Registrants telephone number, including area code)
Jeffrey S. Hatfield
Chief Executive Officer
Zafgen, Inc.
175
Portland Street, 4th Floor
Boston, Massachusetts 02114
(617)
622-4003
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Mitchell S. Bloom, Esq.
Danielle Lauzon, Esq.
Goodwin Procter LLP
100
Northern Avenue
Boston, Massachusetts 02210
(617)
570-1000
Approximate date of
commencement of proposed sale to the public
: From time to time after this Registration Statement becomes effective.
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, as amended, or Securities Act, 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 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 the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in
Rule 12b-2
of the Exchange Act of 1934, as amended.
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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 Unit (2)
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Proposed
Maximum
Aggregate
Offering Price (3)
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Amount of
Registration Fee (4)
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Common Stock (5)
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Preferred Stock (6)
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Debt Securities (7)
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Warrants (8)
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Units (9)
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Total
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$200,000,000
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N.A.
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$200,000,000
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$24,240
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(1)
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The amount to be registered consists of up to $200,000,000 of an indeterminate amount of common stock,
preferred stock, debt securities, warrants and/or units. There is also being registered hereunder such currently indeterminate number of (i) shares of common stock or other securities of the registrant as may be issued upon conversion of, or in
exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) shares of preferred stock, common stock, debt securities or units as may be issued upon exercise of warrants registered hereby, as the
case may be. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder.
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(2)
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The proposed maximum aggregate offering price per unit will be determined from time to time by the registrant
in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D. of
Form S-3
under the
Securities Act.
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(3)
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Estimated solely for purposes of computing the registration fee. No separate consideration will be received for
(i) common stock or other securities of the registrant that may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred stock registered hereby, or (ii) preferred stock, common stock,
debt securities or units that may be issued upon exercise of warrants registered hereby, as the case may be.
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(4)
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The registration fee has been calculated in accordance with Rule 457(o) under the Securities Act.
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(5)
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Including such indeterminate amount of common stock as may be issued from time to time at indeterminate prices
or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.
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(6)
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Including such indeterminate amount of preferred stock as may be issued from time to time at indeterminate
prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.
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(7)
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Including such indeterminate principal amount of debt securities as may be issued from time to time at
indeterminate prices or upon exercise of warrants registered hereby, as the case may be.
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(8)
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Including such indeterminate number of warrants or other rights, including without limitation share purchase or
subscription rights, as may be issued from time to time at indeterminate prices.
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(9)
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Each unit will be issued under a unit agreement and will represent an interest in two or more securities, which
may or may not be separable from one another.
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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 WHICH 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 COMMISSION ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.