Registration Pursuant to Securities Act Rule 462(b) of up to an Additional 20% of Securities for an Offering That Was Registered on a Form S-4 (s-4mef)
February 14 2023 - 4:40PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on February 14,
2023
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SESEN BIO, INC.
(Exact name of registrant as specified
in its charter)
Delaware |
2834 |
26-2025616 |
(State or other jurisdiction of |
(Primary Standard Industrial Classification |
(I.R.S. Employer Identification |
incorporation
or organization) |
Code Number) |
Number) |
245 First Street, Suite 1800
Cambridge, MA 02142
(617) 444-8550
(Address including zip code, and
telephone number, including
area code, of registrant’s principal executive offices)
Thomas R. Cannell, D.V.M.
President and Chief Executive Officer
Sesen Bio, Inc.
245 First Street, Suite 1800
Cambridge, MA 02142
(617) 444-8550
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Copies to:
Steven
J. Abrams |
Steven Kelly |
Brian A. Johnson |
Tiffany Posil |
President and Chief Executive Officer |
Hal J. Leibowitz |
Jessica A.
Bisignano |
CARISMA Therapeutics Inc. |
Christopher D. Barnstable-Brown |
Hogan Lovells
US LLP |
3675 Market Street, Suite 200 |
Wilmer Cutler Pickering Hale and Dorr LLP |
1735 Market
Street, 23rd Floor |
Philadelphia, PA 19104 |
7 World Trade Center |
Philadelphia,
PA 19103 |
(267) 491-6422 |
250 Greenwich Street |
(267) 675-4600 |
|
New York, NY 10007 |
|
|
(212) 230-8800 |
Approximate date of commencement
of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and
the satisfaction or waiver of all other conditions under the Merger Agreement described herein.
If the securities being registered
on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction
G, 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, check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-267891
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. ☐
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.
Large accelerated filer |
¨ |
Accelerated filer |
¨ |
Non-accelerated filer |
x |
Smaller reporting company |
x |
|
|
Emerging growth company |
¨ |
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. ¨
If applicable, place an X in the box to designate
the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer
Tender Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border
Third-Party Tender Offer) ¨
This
Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of
the Securities Act of 1933, as amended.
EXPLANATORY
NOTE
Pursuant to its Registration
Statement on Form S-4 (Registration No. 333-267891) (the “Prior Registration Statement”), which
was declared effective on January 19, 2023, Sesen Bio, Inc., a Delaware corporation (“Sesen Bio”) registered an
aggregate of 440,794,480 shares of its common stock, par value $0.001 per share (the “Common Stock”), and paid an aggregate
fee of $0.06. Sesen Bio is filing this Registration Statement on Form S-4 (this “Registration Statement”) pursuant to
General Instruction K to Form S-4 and Rule 462(b) under the Securities Act of 1933, as amended, solely to register
180,443,631 additional shares of Common Stock for issuance in connection with the consummation of the merger contemplated by the Agreement
and Plan of Merger and Reorganization dated as of September 20, 2022, by and among Sesen Bio, Seahawk Merger Sub, Inc. and CARISMA
Therapeutics Inc., as amended by the First Amendment to Agreement and Plan of Merger and Reorganization dated as of December 29,
2022 and the Second Amendment to Agreement and Plan of Merger and Reorganization dated as of February 13, 2023. The additional securities
that are being registered are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price
set forth in the Calculation of Filing Fee Tables set forth in Exhibit 107 as filed with the Prior Registration Statement.
STATEMENT
OF INCORPORATION BY REFERENCE
This Registration Statement
incorporates by reference the contents of the Prior Registration Statement, including all amendments, supplements and exhibits thereto.
Additional opinions and consents required to be filed with this Registration Statement are listed on the Exhibit Index included with
this Registration Statement and filed herewith.
Exhibit Index
| * | Previously filed with the registrant’s Registration Statement on Form S-4 (Registration No. 333-267891), as amended,
which was initially filed with the Securities and Exchange Commission on October 14, 2022. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized in the town of Cambridge, Commonwealth of Massachusetts, on February 14,
2023.
|
By: |
/s/ Thomas R. Cannell, D.V.M. |
|
|
Name: Thomas R. Cannell, D.V.M. |
|
|
Title: President and Chief Executive Officer |
Pursuant to the requirements
of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities
and on the dates indicated.
Signature | |
Title | |
Date |
| |
| |
|
/s/ Thomas
R. Cannell, D.V.M. | |
Director, President and Chief Executive | |
February 14, 2023 |
Thomas R. Cannell, D.V.M. | |
Officer (Principal
Executive Officer) | |
|
| |
| |
|
* | |
Chief Financial Officer (Principal | |
February 14, 2023 |
Monica
Forbes | |
Financial Officer) | |
|
| |
| |
|
* | |
Corporate Controller (Principal | |
February 14, 2023 |
Elly
Ryu | |
Accounting Officer) | |
|
| |
| |
|
* | |
Chair of the Board of
Directors | |
February 14, 2023 |
Jay
S. Duker, M.D. | |
| |
|
| |
| |
|
* | |
Director | |
February 14, 2023 |
Carrie
L. Bourdow | |
| |
|
| |
| |
|
* | |
Director | |
February 14, 2023 |
Peter
K. Honig, M.D. | |
| |
|
| |
| |
|
* | |
Director | |
February 14, 2023 |
Michael
A.S. Jewett, M.D. | |
| |
|
| |
| |
|
* | |
Director | |
February 14, 2023 |
Jason
A. Keyes | |
| |
|
* | Thomas R. Cannell, by signing his name hereto, signs this Registration Statement on behalf of the officers and directors of the registrant
above in front of whose name an asterisk appears pursuant to powers of attorney duly executed by such officers and directors and filed
with the SEC. |
By: /s/ Thomas R. Cannell, D.V.M. |
|
Attorney-in-fact |
|
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