PROSPECTUS
$200,000,000
Krystal
Biotech, Inc.
Common Stock
Preferred Stock
Debt
Securities
Warrants
Rights
Units
and
625,000 Shares of
Common Stock
Offered by the Selling Stockholder
This prospectus relates to a primary offering by the Company and a secondary offering by the selling stockholder.
In the primary offering, from time to time, we may offer or sell, together or separately, in one or more offerings:
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warrants to purchase common stock or preferred stock;
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rights to purchase common stock or preferred stock; and
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units comprised of two or more of the foregoing securities.
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We may sell any combination of these securities in one or more offerings, up to a maximum aggregate offering price of $200,000,000, in amounts, at prices and on
terms to be determined at the time of each offering thereof. This prospectus provides you with a general description of the securities we may offer. Each time we offer securities using this prospectus, we will provide the specific terms of the
securities and the offering in one or more supplements to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related free writing
prospectus may also add to, update or change the information contained in this prospectus and will also describe the specific manner in which we will offer the securities.
The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or
delayed basis. For additional information on the methods of sale, you should refer to the section titled Plan of Distribution in this prospectus. If any agents, underwriters or dealers are involved in the sale of any securities with
respect to which this prospectus is being delivered, the names of such agents, underwriters or dealers and any applicable fees, commissions, discounts and over-allotment options will be set forth in a prospectus supplement. The price to the public
of such securities and the net proceeds that we expect to receive from such sale will also be set forth in a prospectus supplement.
This prospectus may
not be used to sell any securities unless accompanied by a prospectus supplement.
You should carefully read this prospectus, any accompanying prospectus supplement and any related free writing prospectus, as well as any documents incorporated by
reference, prior to investing in any of our securities.
This prospectus also relates to the resale, from time to time, by the selling stockholder
identified in this prospectus under the caption Selling Stockholder, of up to 625,000 shares of our common stock, par value $0.00001 per share, on the terms described in this prospectus or in an applicable prospectus supplement. We will
not receive any proceeds from the sale of shares of common stock by the selling stockholder. The selling stockholder will bear all commissions and discounts, if any, attributable to the sale of the shares.
The selling stockholder may sell the shares of our common stock offered by this prospectus from time to time on terms to be determined at the time of sale
through ordinary brokerage transactions or through any other means described in this prospectus under the caption Plan of Distribution. The shares of common stock may be sold at fixed prices, at market prices prevailing at the time of
sale, at prices related to prevailing market price or at negotiated prices.
Investing in our securities involves a high degree of risk. You should
review carefully the risks and uncertainties described under the heading
Risk Factors
beginning on page 11 of this prospectus, in any accompanying prospectus supplement and in any related free writing
prospectus, and under similar headings in the documents incorporated by reference into this prospectus, any accompanying prospectus supplement and any related free writing prospectus.
Our common stock is traded on The NASDAQ Capital Market under the symbol KRYS. On September 28, 2018, the last reported sale price of our common
stock on The NASDAQ Capital Market was $17.58 per share. We do not expect our preferred stock, debt securities, warrants, rights or units to be listed on any securities exchange or
over-the-counter
market unless otherwise described in the applicable prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is
October 12, 2018