As filed with the Securities and Exchange Commission on June 8, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EyeGate Pharmaceuticals, Inc.
(Exact name of registrant as specified in its Charter)
Delaware | 2834 | 98-0443284 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
271 Waverley Oaks Road, Suite 108, Waltham, MA 02452
(781) 788-9043
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)
Stephen From
President and Chief Executive Officer
EyeGate Pharmaceuticals, Inc.
271 Waverley Oaks Road, Suite 108, Waltham, MA 02452
(781) 788-9043
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Stephen D. Brook, Esq. Robert A. Petitt, Esq. |
Steven M. Skolnick, Esq. Lowenstein Sandler LLP 1251 Avenue of the Americas New York, New York 10020 (212) 262-6700
|
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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. ¨
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. ☒ File No. 333-217418
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 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, 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. (check one)
Large Accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ☒ | |||
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 . ☒
CALCULATION OF REGISTRATION FEE
Title of each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee |
||||||
Common Stock, par value $0.01 per share (2) | $ | 1,164,059 | — | |||||
Series B Convertible Preferred Stock, par value $0.01 per share (2) | $ | 388,395 | — | |||||
Common Stock issuable upon conversion of Preferred Stock (2) | — | — | ||||||
Warrants to purchase Common Stock (2) | $ | 10,420 | — | |||||
Common Stock issuable upon exercise of Warrants (2) | $ | 1,562,874 | — | |||||
Total | $ | 3,125,748 | $ | 363 | (3) |
(1) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |
(2) | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. |
(3) | Calculated in accordance with Rule 457(o) of the Securities Act based on an estimate of the proposed maximum aggregate offering price at the statutory rate of $115.90 per $1,000,000 of securities registered. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto and all information incorporated by reference therein, the Registration Statement on Form S-1 (Registration No. 333-217418), which was declared effective by the Commission on June 8, 2017, and is being filed solely for the purpose of registering an increase in the maximum aggregate offering price of $3,125,748. The required opinions and consents are listed on the Exhibit Index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Waltham, Commonwealth of Massachusetts, on this 8th day of June, 2017.
EYEGATE PHARMACEUTICALS, INC. | |||
By: | /s/ Stephen From | ||
Stephen From | |||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Stephen From | President, Chief Executive Officer and Director | June 8, 2017 | ||
Stephen From | (principal executive officer) | |||
/s/ Sarah Romano | Interim Chief Financial Officer | June 8, 2017 | ||
Sarah Romano | (principal financial and accounting officer) | |||
* | Director | June 8, 2017 | ||
Paul Chaney | ||||
* | Director | June 8, 2017 | ||
Morton Goldberg | ||||
* | Director | June 8, 2017 | ||
Praveen Tyle | ||||
* | Director | June 8, 2017 | ||
Thomas Balland | ||||
* | Director | June 8, 2017 | ||
Thomas E. Hancock | ||||
* | Director | June 8, 2017 | ||
Bernard Malfroy-Camine |
*By: | /s/ Stephen From | ||
Stephen From | |||
Attorney-in-Fact |
EXHIBIT INDEX
Exhibit Number |
Description of Exhibit | |
5.1* | Opinion of Burns & Levinson LLP. | |
23.1* | Consent of EisnerAmper LLP. | |
23.2* | Consent of Burns & Levinson LLP (included in Exhibit 5.1). | |
24.1 | Power of Attorney (incorporated by reference to the signature page of the Registrant’s Registration Statement on Form S-1 (File No. 333-217418), filed with the SEC on April 21, 2017). |
* | Filed herewith. |