S-3MEF

As filed with the Securities and Exchange Commission on September 9, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LA JOLLA PHARMACEUTICAL COMPANY

(Exact name of registrant as specified in its charter)

California	0-24274	33-0361285
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

10182 Telesis Court, 6^th Floor

San Diego, California 92121

(858) 207-4264

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

George F. Tidmarsh, M.D., Ph.D.

President and Chief Executive Officer

La Jolla Pharmaceutical Company

10182 Telesis Court, 6^th Floor

San Diego, California 92121

(858) 207-4264

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ryan A. Murr

Gibson, Dunn & Crutcher, LLP

555 Mission Street, Suite 3000

San Francisco, CA 94105

(415) 393-8200

Approximate date of commencement of proposed sale to public: From time to time after this registration statement becomes effective, as determined by the selling stockholders.

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. x

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 of 1933 registration statement number of the earlier effective registration statement for the same offering. x 333-197092

If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. ¨

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 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, please 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 Securities Exchange Act of 1934. (Check one):

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨             (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Securities Being Registered(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Common Stock, par value $0.0001 per share
Total	$18,670,500	$2,169.51(2)

(1) The Registrant previously registered such indeterminate number of shares common stock, preferred stock and such indeterminate number of warrants to purchase common stock or preferred stock, as would have an aggregate offering price not to exceed $150,000,000 or its equivalent in any other currency, currency units, or composite currency or

currencies on a Registration Statement on Form S-3 (File No. 333-197092), as amended, which was declared effective on July 11, 2014. The proposed maximum offering price per share will be determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the shares of common stock registered hereunder. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration.

(2) Calculated pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Represents the registration fee only for the additional amount of shares of the Registrant’s common stock being registered hereby. The Registrant previously registered shares of the Registrant’s common stock pursuant to a Registration Statement on Form S-3 (File No. 333-197092), as amended, for which a fee of $19,320 was paid.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (File No. 333-197092) filed by La Jolla Pharmaceutical Company with the Securities and Exchange Commission on June 27, 2014, as amended, which was declared effective by the Commission on July 11, 2014, including the exhibits and power of attorney thereto, are incorporated herein by reference.

The Registrant is filing this registration statement for the sole purpose of increasing the aggregate principal amount of securities being offered by $18,670,500.

The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.

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, California, on September 9, 2015.

LA JOLLA PHARMACEUTICAL COMPANY
By:	/s/ George F. Tidmarsh, M.D., Ph.D.
	George F. Tidmarsh, M.D., Ph.D.
	President, Chief Executive Officer and Secretary

Signature	Title	Date
/s/ George F. Tidmarsh, M.D., Ph.D.	Director, President, Chief Executive Officer and Secretary (Principal Executive Officer)	September 9, 2015
George F. Tidmarsh, M.D., Ph.D.
/s/ Dennis M. Mulroy	Chief Financial Officer (Principal Financial and Accounting Officer)	September 9, 2015
Dennis M. Mulroy
/s/ Kevin C. Tang	Director, Chairman of the Board	September 9, 2015
Kevin C. Tang
*	Director	September 9, 2015
Laura L. Douglass
*	Director	September 9, 2015
Craig A. Johnson
/s/ Robert H. Rosen	Director	September 9, 2015
Robert H. Rosen

*	By: /s/ George Tidmarsh, M.D., Ph.D.
	George F. Tidmarsh, Attorney-in-Fact

EXHIBIT INDEX.

Exhibit No.	Description
5.1	Opinion of Gibson, Dunn & Crutcher, LLP
23.1	Consent of Squar Milner LLP, the registrant’s independent registered public accounting firm
23.2	Consent of Gibson, Dunn & Crutcher, LLP (included in legal opinion filed as Exhibit 5.1)
24.1	Power of Attorney (included in registrant’s Registration Statement on Form S-3 (File No. 333-197092) filed with the Securities and Exchange Commission on June 27, 2014, as amended, and incorporated herein by reference)

EX-5.1

Exhibit 5.1

September 9, 2015

La Jolla Pharmaceutical Company

10182 Telesis Court, 6th Floor

San Diego, CA 92121

Re: La Jolla Pharmaceutical Company

Registration Statement on Form S-3 Pursuant to Rule 462(b)

Ladies and Gentlemen:

We have acted as counsel to La Jolla Pharmaceutical Company, a California corporation (the “Company”), in in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”) of a Registration Statement on Form S-3 (the “Registration Statement”) relating to the Company’s earlier effective Registration Statement on Form S-3 (No. 333-197092) in connection with the offering by the Company of up to an additional $18,670,500 aggregate offering price of shares of the Company’s common stock, par value $0.0001 per share, (the “Shares”).

In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of specimen Common Stock and such other documents, corporate records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render the opinions set forth below. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares, when issued against payment therefor as set forth in the Registration Statement, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not

La Jolla Pharmaceutical Company

September 9, 2015

Page 2

thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission.

Very truly yours,

/s/ GIBSON, DUNN & CRUTCHER LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement (No. 333-197092) on Form S-3 of La Jolla Pharmaceutical Company of our reports dated March 16, 2015, relating to our audits of the financial statements and internal control over financial reporting, which appear in the Annual Report on Form 10-K of La Jolla Pharmaceutical Company for the year ended December 31, 2014.

We also consent to the reference to our Firm under the caption “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ SQUAR MILNER LLP (formerly Squar, Milner, Peterson, Miranda & Williamson, LLP)

San Diego California

September 9, 2015