AS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 23, 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
Satsuma Pharmaceuticals, Inc.
(Exact name of Registrant as specified in its charter)
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Delaware
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2834
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81-3039831
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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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400 Oyster Point Boulevard, Suite 221
South San Francisco, CA 94080
(650) 410-3200
(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)
John Kollins
President
and Chief Executive Officer
Satsuma Pharmaceuticals, Inc.
400 Oyster Point Boulevard, Suite 221
South San Francisco, CA 94080
(650) 410-3200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Tom ONeil
Chief Financial Officer
Satsuma Pharmaceuticals, Inc.
400 Oyster Point Boulevard, Suite 221
South San Francisco, CA 94080
Telephone: (650)
410-3200
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Brian J. Cuneo
Miles P. Jennings
Latham & Watkins LLP
140 Scott Drive
Menlo Park, California 94025
Telephone: (650) 328-4600
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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 on 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, 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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Accelerated filer
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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 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/proposed
maximum offering price
per unit/proposed
maximum aggregate
offering price
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Amount of
registration fee
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Common Stock, par value $0.0001 per share
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(1)(2)
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Preferred Stock
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(1)(2)
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Debt Securities
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(1)
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Warrants
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(1)
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Units
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(1)
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Total
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$150,000,000(3)
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$16,365.00(4)
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(1)
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An unspecified number of securities or aggregate principal amount, as applicable, is being registered as may
from time to time be offered at unspecified prices and, in addition, an unspecified number of additional shares of common stock is being registered as may be issued from time to time upon conversion of any debt securities that are convertible into
common stock or pursuant to any anti-dilution adjustments with respect to any such convertible debt securities.
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(2)
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Includes rights to acquire common stock or preferred stock of the Company under any shareholder rights plan then
in effect, if applicable under the terms of any such plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee. No separate consideration will be received
for shares of common stock that are issued upon conversion of debt securities or preferred stock or upon exercise of common stock warrants registered hereunder. The aggregate maximum offering price of all securities issued pursuant to this
registration statement will not exceed $150,000,000.
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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 of 1933, as
amended.
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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 or until the registration statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a), may determine.