As filed with the Securities and Exchange Commission on November 15, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
under
The Securities Act of 1933
VALERITAS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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3841
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46-5648907
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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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750 Route 202 South, Suite 600
Bridgewater, NJ 08807
(908) 927-9920
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
John E. Timberlake
Chief Executive Officer
Valeritas Holdings, Inc.
750 Route 202 South, Suite 600
Bridgewater, NJ 08807
(908) 927-9920
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Emilio Ragosa
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Robert F. Charron, Esq.
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DLA Piper LLP (US)
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Joseph A. Smith, Esq.
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51 John F. Kennedy Parkway
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Ellenoff Grossman & Schole LLP
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Suite 120
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1345 Avenue of the Americas
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Short Hills, New Jersey 07078
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New York, NY 10105
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(973) 307-3004
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(212) 370-1300
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Approximate date of commencement of proposed sale to the 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:
o
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.
x
(File No. 333-226958)
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.
o
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.
o
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, and smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated
filer
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o
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Accelerated filer
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o
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Non-accelerated
filer
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o
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Smaller reporting
company
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x
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Emerging growth
company
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x
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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 13(a) of the Exchange Act.
x
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities
to be Registered
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Proposed
Maximum
Aggregate
Offering
Price(1)
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Amount of
Registration
Fee(2)
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Common Stock, par value $0.001 per share
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$
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6,000,000
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$
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727.20
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Series A Warrants to purchase shares of common stock(3) Shares of Common Stock issuable upon exercise of Series A Warrant
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$
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7,500,000
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$
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909.00
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Series B Warrants to purchase shares of common stock(3) Shares of Common Stock issuable upon exercise of Series B Warrant
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$
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6,000,000
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$
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727.20
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Total
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$
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19,500,000
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$
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2,363.40
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(1)Based on the public offering price. The registrant previously registered securities at an aggregate offering price not to exceed $97,500,000 on a Registration Statement on Form S-1 (File No. 333-226958) which was declared effective on November 15, 2018. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $19,500,000 is hereby registered, which does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-226958).
(2)Pursuant to Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended, the registration fee has been calculated on the basis of the maximum aggregate offering price and the number of securities being registered has been omitted.
(3)No fee is required pursuant to Rule 457(i) under the Securities Act of 1933, as amended.
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, Valeritas Holdings, Inc., or the Company, is filing this registration statement with the Securities and Exchange Commission, or SEC. This registration statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-226958), filed by the Company on August 21, 2018, as amended, and declared effective by the SEC on November 15, 2018, which we refer to as the Registration Statement. The contents of the Registration Statement, including all amendments and exhibits thereto and all information incorporated by reference therein, are incorporated herein by reference. All terms not herein defined shall have the meaning set forth in the Registration Statement.
We are filing this registration statement for the purpose of registering additional shares of common stock, par value $0.001 per share, and related Series A and Series B warrants, consisting of (i) an additional $6,000,000 of shares of the Companys common stock, par value $0.001 per share, (ii) additional Series A warrants and $7,500,000 of shares of common stock underlying the additional Series A warrants, and (iii) additional Series B warrants and $6,000,000 of shares of common stock underlying the additional Series B warrants. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the proposed maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
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