As filed with the Securities and Exchange Commission on January 26, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Melinta Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
45-4440364
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
300 George Street
Suite 301
New Haven,
Connecticut 06511
(312)
767-0291
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Daniel Mark Wechsler
Chief Executive Officer
Melinta Therapeutics, Inc.
300 George Street
Suite 301
New Haven,
Connecticut 06511
(312)
767-0291
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
|
|
Gordon Caplan, Esq.
Sean M. Ewen, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New
York, New York 10019
(212) 728-8000
|
|
Paul Estrem
Chief Financial Officer
Melinta Therapeutics, Inc.
300 George Street
Suite 301
New Haven,
Connecticut 06511
(312)
767-0291
|
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 of 1933, 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 of 1933, 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 upon 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, 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 of 1934 (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
|
|
Amount
to be
Registered
(1)
|
|
Proposed
Maximum
Offering
Price
Per Share
(1)(2)
|
|
Maximum
Aggregate
Offering Price
(1)(2)
|
|
Amount of
Registration Fee
(3)
|
Common Stock, par value $0.001 per share
|
|
|
|
|
|
|
|
|
Preferred Stock, par value $0.001 per share
|
|
|
|
|
|
|
|
|
Warrants
|
|
|
|
|
|
|
|
|
Debt Securities
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
$150,000,000
|
|
$18,675
|
|
|
(1)
|
Pursuant to Rule 457(i) under the Securities Act of 1933 (the Securities Act), the securities registered hereunder include such indeterminate number of shares of common stock or preferred stock as may be
issued upon conversion or exchange of any preferred stock, warrants or debt securities registered hereunder that provide for conversion or exchange or upon exercise of warrants. In addition, pursuant to Rule 416 under the Securities Act, the
securities registered hereunder include such indeterminate number of securities as may be issued with respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions. In no event will the
aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $150,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. If any debt
securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $150,000,000, less the aggregate
dollar amount of all securities previously issued hereunder.
|
(2)
|
The proposed maximum per unit and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered
under this registration statement and is not specified as to each class of security pursuant to General Instruction II.D of Form
S-3
under the Securities Act.
|
(3)
|
Calculated pursuant to Rule 457(o) under the Securities Act.
|
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 that specifically states that this registration statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.