As filed with the Securities and Exchange Commission on August 6, 2020
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
DYNAVAX TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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33-0728374
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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2100 Powell Street, Suite 900
Emeryville, CA 94608
(510) 848-5100
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Steven N. Gersten
Senior Vice President, General Counsel
Dynavax Technologies Corporation
2100 Powell Street, Suite 900
Emeryville, CA 94608
(510) 848-5100
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Steven M. Przesmicki
Cooley LLP
4401
Eastgate Mall
San Diego, CA 92121
(858) 550-6000
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 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.
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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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☐
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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
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Proposed
Maximum
Offering Price
Per Security
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Proposed
Maximum Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share, issuable upon
exercise of the outstanding warrants
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5,841,250
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$4.50
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$26,285,625
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$3,411.88 (1)(2)
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Common Stock, $0.001 par value per share, issuable under the
sales agreement
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$150,000,000
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$19,470
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Common Stock, $0.001 par value per share
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(3)
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(4)
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(3)
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(5)
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Preferred Stock, $0.001 par value per share
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(3)
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(4)
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(3)
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(5)
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Debt Securities
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(3)
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(4)
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(3)
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(5)
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Warrants
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(3)
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(4)
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(3)
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(5)
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TOTAL
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$176,285,625
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$22,881.88 (2)(5)
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(1)
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Pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended, or the Securities Act, the securities
registered pursuant to this Registration Statement include 5,841,250 shares (the Warrant Shares) issuable upon the exercise of outstanding warrants that were previously registered by the Registrant on the Registrants Registration
Statement (File No. 333-219781) (the Prior Registration Statement). Such shares have an aggregate offering price of $26,285,625 (the Unsold Securities). Pursuant to Rule 415(a)(6)
under the Securities Act, the filing fee of $3,185.82 relating to the Unsold Securities under the Prior Registration Statement will continue to be applied pursuant to this Registration Statement. Pursuant to Rule 415(a)(6) under the Securities Act,
the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.
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(2)
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The Registrant previously paid $3,185.82 relating to the Unsold Securities, which was paid under the Prior
Registration Statement, and which amount will be applied to this Registration Statement. Accordingly, the Registrant is paying the remaining filing fee of $19,696.06 in connection with the filing of this Registration Statement, including for shares
of common stock being registered pursuant to this Registration Statement and issuable pursuant to a sales agreement with Cowen and Company, LLC, dated as of the date hereof, for a maximum aggregate offering price of $150,000,000 (the New Shelf
Securities). See footnote (1) above.
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(3)
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Omitted pursuant to General Instructions II.E of Form S-3. There are
being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities, and such indeterminate number of warrants to purchase common stock, preferred stock and/or
debt securities as may be sold by the Registrant from time to time. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The proposed maximum offering price of the securities will
be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock and
preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any
of such securities. In addition, pursuant to Rule 416 under the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being
registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(4)
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The proposed maximum aggregate offering price per class of security 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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(5)
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In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of all
applicable registration fees, other than those described in footnotes (1) and (2) above.
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