As filed with the Securities and Exchange Commission on November 22, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bellerophon Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 2834 | 47-3116175 |
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary
Standard Industrial
184 Liberty Corner Road, Suite 302 Warren, New Jersey 07059 (908) 574-4770 |
(I.R.S. Employer Identification Number) |
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Fabian Tenenbaum
Chief Executive Officer
Bellerophon Therapeutics, Inc.
184 Liberty Corner Road, Suite 302
Warren, New Jersey 07059
(908) 574-4770
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Kenneth R. Koch, Esq. Jeffrey P. Schultz, Esq. Mintz,
Levin, Cohn, Ferris, Chrysler Center 666
Third Avenue (212) 935-3000 |
Joseph A. Smith, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 |
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, as amended (the “Securities Act”), 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 File No. 333-214230
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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | x |
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Proposed
Maximum Aggregate Offering Price(1) | Amount
of Registration Fee(2) | ||||||
| Class A Units consisting of: | $ | – | ||||||
| (i) Common Stock, par value $0.01(3) | – | – | ||||||
| (ii) Warrants to purchase Common Stock(4) | – | – | ||||||
| Class B Units consisting of: | $ | – | ||||||
| (i) Series A Convertible Preferred Stock, par value $0.01 | – | – | ||||||
| (ii) Warrants to purchase Common Stock(4) | – | – | ||||||
| Common Stock issuable upon conversion of Series A Convertible Preferred Stock(3) | – | – | ||||||
| Common Stock issuable upon exercise of warrants to purchase Common Stock(3) | $ | 1,714,286 | – | |||||
| Total | $ | 1,714,286 | $ | 198.69 | ||||
| (1) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act. |
| (2) | Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price. |
| (3) | Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminable 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. |
| (4) | No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act. |
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. 333-214230), which was declared effective by the Commission on November 22, 2016, and is being filed solely for the purpose of registering an increase in the maximum aggregate offering price of $1,714,286. The required opinions and consents are listed on the Exhibit Index attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warren, New Jersey, on the 22nd day of November, 2016.
| BELLEROPHON THERAPEUTICS, INC. | ||
| By: | /s/ Fabian Tenenbaum | |
|
Fabian Tenenbaum Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |||
| /s/ Fabian Tenenbaum | Chief Executive Officer | November 22, 2016 | |||
| Fabian Tenenbaum | (Principal Executive Officer and Principal Financial Officer) | ||||
| /s/ Jonathan M. Peacock | Chairman | November 22, 2016 | |||
| Jonathan M. Peacock | |||||
| By: /s/ Naseem Amin* | Director | November 22, 2016 | |||
| Naseem Amin | |||||
| By: /s/ Scott Bruder* | Director | November 22, 2016 | |||
| Scott Bruder | |||||
| By: /s/ Mary Ann Cloyd* | Director | November 22, 2016 | |||
| Mary Ann Cloyd | |||||
| By: /s/ Matthew Holt* | Director | November 22, 2016 | |||
| Matthew Holt | |||||
| By: /s/ Jens Luehring* | Director | November 22, 2016 | |||
| Jens Luehring | |||||
| By: /s/ Andre V. Moura* | Director | November 22, 2016 | |||
| Andre V. Moura | |||||
| By: /s/ Daniel Tassé* | Director | November 22, 2016 | |||
| Daniel Tassé | |||||
| By: /s/ Adam Weinstein* | Director | November 22, 2016 | |||
| Adam Weinstein | |||||
| * Pursuant to Power of Attorney | |||||
| By: | /s/ Fabian Tenenbaum | ||||
| Fabian Tenenbaum | |||||
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 5.1 | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (incorporated by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-214230) filed with the SEC on November 22, 2016) | |
| 23.1* | Consent of KPMG LLP independent registered public accounting firm | |
| 23.2 | Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (included in Exhibit 5.1) (incorporated by reference to Exhibit 5.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-214230) filed with the SEC on November 22, 2016) | |
| 24.1 | Power of Attorney (incorporated by reference to the signature page of the Registrant’s Registration Statement on Form S-1, filed with the SEC on October 25, 2016) |
| * | Filed herewith. |