Copies to: |
Mark V. Roeder, Esq. Brian J. Cuneo, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 (650) 328-4600 |
o Large accelerated filer | x Accelerated filer | |
o Non-accelerated filer | o Smaller reporting company | |
(Do not check if a smaller reporting company) |
Title of Securities To Be Registered | Amount To Be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||
Common Stock, $0.001 par value per share | 1,419,760 shares | $3.91 | $5,551,261.60 | $559.01 |
(1) | Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2014 Employment Commencement Incentive Plan (the “Inducement Plan”), the 2014 Equity Incentive Award Plan (the “2014 Plan”) and the 2014 Employee Stock Purchase Plan (the “ESPP”), by reason of any stock dividend, stock split, recapitalization or similar transaction effected without the Registrant’s receipt of consideration which would increase the number of outstanding shares of the Registrant's common stock. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) and Rule 457(c) promulgated under the Securities Act. The offering price per share and the aggregate offering price for shares reserved for future issuance under the Inducement Plan, the 2014 Plan and the ESPP are based on the average of the high and the low price of the Registrant’s common stock as reported on The NASDAQ Global Market on March 15, 2016. |
Securities | Number of Shares | Offering Price Per Share | Aggregate Offering Price |
Shares reserved for future issuance under the 2014 Plan(3) | 735,808 | $3.91(2) | $2,877,009.28 |
Shares reserved for future issuance under the ESPP(4) | 183,952 | $3.91(2) | $719,252.32 |
Shares reserved for future issuance under the Inducement Plan(5) | 500,000 | $3.91(2) | $1,955,000.00 |
Total | 1,419,760 | ||
Proposed Maximum Aggregate Offering Price | $5,551,261.60 | ||
Registration Fee | $559.01 |
(3) | Represents the additional shares of common stock available for future issuance under the Registrant’s 2014 Plan resulting from an annual increase as of January 1, 2016. |
(4) | Represents the additional shares of common stock available for future issuance under the Registrant’s ESPP resulting from an annual increase as of January 1, 2016. |
(5) | Represents the additional shares of common stock available for future issuance under the Registrant’s Inducement Plan resulting from an amendment adopted by the Registrant’s Board of Directors as of March 17, 2016. |
ACHAOGEN, Inc. | |
By: /s/ Kenneth J. Hillan Name: Kenneth J. Hillan, M.B., Ch.B. Title: President & Chief Executive Officer |
Signature | Title | Date | ||
/s/ Kenneth J. Hillan | President, Chief Executive Officer and Director | March 18, 2016 | ||
Kenneth J. Hillan, M.B., Ch.B. | (principal executive officer) | |||
/s/ Zeryn Sarpangal | Vice President of Human Resources and Corporate Affairs | March 18, 2016 | ||
Zeryn Sarpangal | (principal financial and accounting officer) | |||
/s/ Bryan E. Roberts | Chairman of the Board | March 18, 2016 | ||
Bryan E. Roberts, Ph.D. | ||||
/s/ Gregory Stea | Director | March 18, 2016 | ||
Gregory Stea | ||||
/s/ Michael Fischbach | Director | March 18, 2016 | ||
Michael Fischbach, Ph.D. | ||||
/s/ Alan B. Colowick | Director | March 18, 2016 | ||
Alan B. Colowick, M.P.H., M.D. | ||||
/s/ John C. Doyle | Director | March 18, 2016 | ||
John C. Doyle | ||||
/s/ Kent Lieginger | Director | March 18, 2016 | ||
Kent Lieginger, Pharm.D. | ||||
/s/ John W. Smither | Director | March 18, 2016 | ||
John W. Smither | ||||
/s/ Christopher T. Walsh | Director | March 18, 2016 | ||
Christopher T. Walsh, Ph.D. |
Incorporated by Reference from | ||||||||||||
Exhibit Number | Description of Document | Registrant's Form | File No. | Date Filed with the Commission | Exhibit Number | Provided Herewith | ||||||
4.1 | Amended and Restated Certificate of Incorporation of Achaogen, Inc. | 8-K | 001-36323 | 3/17/2014 | 3.1 | |||||||
4.2 | Amended and Restated Bylaws of Achaogen, Inc. | 8-K | 001-36323 | 3/17/2014 | 3.2 | |||||||
4.3 | Form of Common Stock Certificate | S-1/A | 333-193559 | 2/25/2014 | 4.1 | |||||||
4.4 | Warrant to purchase shares of common stock issued to Oxford Finance LLC on November 1, 2011. | S-1 | 333-193559 | 1/24/2014 | 4.4 | |||||||
4.5 | Warrant to purchase shares of common stock issued to Silicon Valley Bank on November 1, 2011. | S-1 | 333-193559 | 1/24/2014 | 4.5 | |||||||
4.6 | Warrant to purchase shares of common stock issued to Oxford Finance LLC on April 30, 2012 (Term A Loan (2)). | S-1 | 333-193559 | 1/24/2014 | 4.6 | |||||||
4.7 | Warrant to purchase shares of common stock issued to Oxford Finance LLC on April 30, 2012 (Term B Loan). | S-1 | 333-193559 | 1/24/2014 | 4.7 | |||||||
5.1 | Opinion of Latham & Watkins LLP. | X | ||||||||||
23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. | X | ||||||||||
23.2 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | X | ||||||||||
24.1 | Power of Attorney (included on signature page hereto). | X | ||||||||||
99.1(A) | Achaogen, Inc. 2014 Equity Incentive Award Plan. | S-8 | 333-195348 | 4/17/2014 | 99.3 | |||||||
99.1(B) | Form of Stock Option Agreement under the Achaogen, Inc. 2014 Equity Incentive Award Plan. | S-1/A | 333-193559 | 2/12/2014 | 10.2(B) | |||||||
99.1(C) | Form of Restricted Stock Award Agreement under the Achaogen, Inc. 2014 Equity Incentive Award Plan. | S-1/A | 333-193559 | 2/12/2014 | 10.2(C) | |||||||
99.1(D) | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Achaogen, Inc. 2014 Equity Incentive Award Plan. | 10-K | 001-36323 | 3/15/2016 | 10.8(D) | |||||||
99.2 | Achaogen, Inc. 2014 Employee Stock Purchase Plan. | S-8 | 333-195348 | 4/17/2014 | 99.7 | |||||||
99.3(A) | Achaogen, Inc. 2014 Employment Commencement Incentive Plan. | X | ||||||||||
99.3(B) | Form of Stock Option Grant Notice and Stock Option Agreement under the Achaogen, Inc. 2014 Employment Commencement Incentive Plan. | 10-K | 001-36323 | 3/16/2015 | 10.11(B) | |||||||
99.3(C) | Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Achaogen, Inc. 2014 Employment Commencement Incentive Plan. | 10-K | 001-36323 | 3/15/2016 | 10.10(C) |