As filed with the Securities and Exchange Commission on July 26, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
FORMA THERAPEUTICS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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37-1657129
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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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500 Arsenal Street, Suite 100
Watertown, Massachusetts 02472
(617) 679-1970
(Address, including zip code and telephone number, including area code, of Registrants principal executive offices)
Frank D. Lee
President and
Chief Executive Officer
Forma Therapeutics Holdings, Inc.
500 Arsenal Street, Suite 100
Watertown, Massachusetts 02472
(617) 679-1970
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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William D. Collins, Esq.
Gabriela Morales-Rivera, Esq.
Goodwin Procter LLP
100
Northern Ave.
Boston, Massachusetts 02210
(617) 570-1000
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Jeannette Potts, Ph.D., J.D.
SVP, General Counsel
Forma
Therapeutics Holdings, Inc.
500 Arsenal Street, Suite 100
Watertown, Massachusetts 02472
(617) 679-1970
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Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
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, 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, 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, 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.
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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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☒
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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
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Title of Each Class of
Securities to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Unit (1)
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Proposed
Maximum
Aggregate
Offering Price (1)
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Amount of
Registration Fee (2)
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Common Stock, $0.001 par value (3)
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Preferred Stock, $0.001 par value (4)
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Debt Securities (5)
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Warrants (6)
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Units (7)
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Total
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Primary Offering of Common Stock:
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Common Stock, $0.001 par value per share
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$200,000,000
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$200,000,000
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$21,820
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Total
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(1)
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(1)
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(1)
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(2)
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(1)
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Not applicable pursuant to General Instruction II.E of Form S-3 under
the Securities Act of 1933, as amended, or the Securities Act. An indeterminate amount of the securities of each identified class are being registered as may from time to time be offered hereunder at indeterminate prices, along with an indeterminate
number of securities that may be issued upon exercise, settlement, exchange or conversion of securities offered or sold hereunder. Separate consideration may or may not be received for securities that are issuable upon exercise, settlement, exchange
or conversion of other securities. Any securities registered hereunder may be sold separately or as units with the other securities registered hereunder.
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(2)
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In accordance with Rules 456(b) and 457(r) under the Securities Act, except with respect to the $21,820 to be
paid in connection with the primary offering of common stock described in the table, which is being paid with the filing of this registration statement, the registrant is deferring payment of all of the registration fee. Any registration fees will
be paid subsequently on a pay-as-you-go basis in accordance with Rule 457(r).
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(3)
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Including such indeterminate amount of common stock as may be issued from time to time at indeterminate prices
or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.
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(4)
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Including such indeterminate amount of preferred stock as may be issued from time to time at indeterminate
prices or upon conversion of debt securities and/or preferred stock registered hereby, or upon exercise of warrants registered hereby, as the case may be.
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(5)
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Including such indeterminate principal amount of debt securities as may be issued from time to time at
indeterminate prices or upon exercise of warrants registered hereby, as the case may be.
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(6)
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Including such indeterminate number of warrants or other rights, including without limitation share purchase or
subscription rights, as may be issued from time to time at indeterminate prices.
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(7)
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Each unit will be issued under a unit agreement and will represent an interest in two or more securities, which
may or may not be separable from one another.
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