Registration of Additional Securities (up to 20%) (s-3mef)
June 18 2014 - 7:20PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 18, 2014
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
RECEPTOS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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26-4190792
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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10835 Road to the Cure, Suite 205
San Diego, California 92121
(858) 652-5700
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Faheem Hasnain
Chief
Executive Officer
Receptos, Inc.
10835 Road to the Cure, Suite 205
San Diego, California 92121
(858) 652-5700
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies to:
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Mike Hird, Esq.
Patty M. DeGaetano, Esq.
Pillsbury Winthrop Shaw Pittman LLP
12255 El Camino Real, Suite 300
San Diego, California 92130
(619) 234-5000
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Thomas Coll, Esq.
Charles Kim, Esq.
Sean Clayton, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
effective.
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, please check the following box and list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
x
(333-196651)
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. (Check one):
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Proposed
maximum
aggregate
offering price(1)(2)
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Amount of
registration fee
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Common Stock, $0.001 par value per share
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$34,194,387.50
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$4,404.24
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(1)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Includes the aggregate offering price of shares that the underwriters have
the option to purchase.
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(2)
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The shares being registered pursuant to this Registration Statement are in addition to the $170,998,100 of shares registered pursuant to the Registrants Registration Statement on Form S-3 (Registration
No. 333-196651).
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The Registration Statement shall become effective upon filing 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-3 (Registration No. 333-196651), which was declared effective by the Commission on June 18, 2014, and is being filed solely for the purpose of registering an increase in the maximum aggregate offering price
of $34,194,387.50. The required opinions and consents are listed on the Exhibit Index attached hereto.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Diego, State of California, on the 18
th
day of June, 2014.
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RECEPTOS, INC.
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By:
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/s/ Faheem Hasnain
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Faheem Hasnain
President and Chief Executive
Officer
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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.
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Name
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Title
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Date
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/s/ Faheem Hasnain
Faheem Hasnain
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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June 18, 2014
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/s/ Graham Cooper
Graham Cooper
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Chief Financial Officer
(Principal Financial
Officer)
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June 18, 2014
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/s/ David Hinkle
David Hinkle
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Senior Director, Finance & Controller and Chief Accounting Officer
(Principal Accounting Officer)
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June 18, 2014
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*
William H. Rastetter, Ph.D.
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Chairman of the Board
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June 18, 2014
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*
Kristina Burow
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Director
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June 18, 2014
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*
Mary Lynne Hedley, Ph.D.
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Director
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June 18, 2014
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*
Erle T. Mast
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Director
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June 18, 2014
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Amir Nashat, Ph.D.
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Director
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June 18, 2014
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S. Edward Torres
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Director
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June 18, 2014
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*By:
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/s/ Faheem Hasnain
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Faheem Hasnain, Attorney-in-Fact
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II-1
EXHIBIT INDEX
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Exhibit
Number
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Description
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5.1
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Opinion of Pillsbury Winthrop Shaw Pittman LLP (incorporated by reference to Exhibit 5.1 to Form S-3 Registration Statement, as amended (Registration No. 333-196651), filed by Receptos, Inc. on June 17, 2014).
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Pillsbury Winthrop Shaw Pittman LLP (included in Exhibit 5.1).
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24.1
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Power of Attorney (incorporated by reference to the signature page of Form S-3 Registration Statement (Registration No. 333-196651) filed by Receptos, Inc. on June 11, 2014).
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