As filed with the Securities and Exchange Commission on June 20, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RHYTHM PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware |
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2834 |
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46-2159271 |
500 Boylston Street
11th Floor
Boston, MA 02116
(857) 264-4280
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive
offices)
Keith M. Gottesdiener, M.D.
Chief Executive Officer and President
Rhythm Pharmaceuticals, Inc.
500 Boylston Street
11th Floor
Boston, MA 02116
(857) 264-4280
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Please send copies of all communications to:
Julio E. Vega |
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Patrick O’Brien |
Approximate date of commencement of the 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, check the following box. o
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. 333-225700)
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. o
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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a 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 o |
Accelerated filer o |
Non-accelerated filer x |
Smaller reporting company o Emerging growth company x |
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 13(a) of the Exchange Act. x
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities |
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Proposed |
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Amount of |
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Common Stock, $0.001 par value per share |
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$ |
1,647,950 |
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$ |
206 |
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(1) Includes additional shares of common stock which the underwriters have the option to purchase in connection with this offering. The $1,647,950 proposed maximum aggregate offering price is in addition to the $172,507,406 proposed maximum aggregate offering price registered pursuant to the Registrant’s registration statement on Form S-1 (File No. 333-225700). A registration fee was previously paid in connection with that registration statement.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(3) Calculated based on Rule 457(o) based on an estimate of the proposed maximum offering price.
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration of additional securities pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, the exhibit index, and exhibits. Pursuant to Rule 462(b), the contents of the registration statement on Form S-1 (File No. 333-225700), including all amendments and exhibits thereto, which was declared effective by the Commission on June 20, 2018, are incorporated herein by reference into this registration statement and this registration statement is being filed solely for the purpose of registering an increase in the maximum aggregate offering price of $1,647,950.
EXHIBIT INDEX
Exhibit |
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Exhibit Description |
5.1 |
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23.1 |
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Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm. |
23.2 |
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Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1). |
24.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts on June 20, 2018.
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RHYTHM PHARMACEUTICALS, INC. | |
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By: |
/s/ KEITH M. GOTTESDIENER |
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Keith M. Gottesdiener |
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Chief Executive Officer, President and Director |
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.
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Title |
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Date | |
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/s/ KEITH M. GOTTESDIENER |
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Chief Executive Officer, President and Director (Principal Executive Officer) |
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June 20, 2018 | |
Keith M. Gottesdiener |
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/s/ HUNTER C. SMITH |
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Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) |
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June 20, 2018 | |
Hunter C. Smith |
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* |
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Director |
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June 20, 2018 | |
Neil Exter |
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Director |
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June 20, 2018 | |
Todd Foley |
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Director |
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June 20, 2018 | |
Christophe R. Jean |
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Director |
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June 20, 2018 | |
Ed Mathers |
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Director |
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June 20, 2018 | |
David W. J. McGirr |
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Director, Chairman of the Board |
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June 20, 2018 | |
David P. Meeker |
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*By: |
/s/ KEITH M. GOTTESDIENER |
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Keith M. Gottesdiener |
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Attorney-in-fact |
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