S-1MEF 1 d892230ds1mef.htm S-1MEF S-1MEF

As filed with the Securities and Exchange Commission on July 23, 2020.

Registration No. 333–            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

iTeos Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   2836   84-3365066

(State or other jurisdiction of

incorporation or organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification No.)

iTeos Therapeutics, Inc.

139 Main Street

Cambridge, MA 02142

(339) 217 0162

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Copies to:

 

Mitchell S. Bloom, Esq.

Danielle Lauzon, Esq.

Stephanie A. Richards, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

  

Divakar Gupta

Richard C. Segal

Brent B. Siler

Madison A. Jones

Cooley LLP

55 Hudson Yards

New York, New York 10001

(212) 479-6000

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, 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. ☒ 333-239415

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, 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.

 

Large Accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    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
aggregate

offering price
per share

  

Proposed
maximum
aggregate

offering price

  

Amount of

registration fee(2)

Common stock, $0.001 par value per share

  

1,939,263

   $19.00  

$36,845,997

   $4,782.62

 

 

(1)

Represents only the additional number of shares being registered and includes 252,947 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-239415).

(2)

The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $184,230,000 on a Registration Statement on Form S-1 (File No. 333-239415), which was declared effective by the Securities and Exchange Commission on July 23, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $19.00 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

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 BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by iTeos Therapeutics, Inc. (the “Registrant”) by 1,939,263 shares, 252,947 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333-239415), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on July 23, 2020, are incorporated by reference into this Registration Statement.

The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.

EXHIBIT INDEX

 

Exhibit
No.

   

Exhibit Index

5.1    Opinion of Goodwin Procter LLP
23.1    Consent of Deloitte Bedrijfsrevisoren / Réviseurs d’Entreprises CVBA/SCRL, Independent Registered Public Accounting Firm
23.2    Consent of Goodwin Procter LLP (included in Exhibit 5.1)
24.1*    Power of Attorney

 

*

Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-239415), originally filed with the Securities and Exchange Commission on June 24, 2020 and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, iTeos Therapeutics, Inc. has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 23rd day of July, 2020.

 

iTeos Therapeutics, Inc.
By:  

/s/ Michel Detheux

Name:   Michel Detheux
Title:   Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following person in the capacities and on the date indicated.

 

Name

   

Title

   

Date

/s/ Michel Detheux

Michel Detheux

    Chief Executive Officer and Director (Principal Executive Officer)    July 23, 2020

*

David L. Hallal

    Director and Chairman of the Board of Directors    July 23, 2020

/s/ Matthew Gall

Matthew Gall

   

Chief Financial Officer

(Principal Accounting Officer and Principal Financial Officer)

    July 23, 2020

*

Priyanka Belawat

    Director    July 23, 2020

*

Detlev Biniszkiewicz

    Director    July 23, 2020

*

Aaron Davis

    Director    July 23, 2020

*

Derek DiRocco

    Director    July 23, 2020

*

Ansbert Gadicke

    Director    July 23, 2020

*

Tim Van Hauwermeiren

    Director    July 23, 2020

*

Ann D. Rhoads

    Director    July 23, 2020