As filed with the Securities and Exchange Commission on March 11, 2024
Registration No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
ORIC Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
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47-1787157 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
(650) 388-5600
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Jacob M.
Chacko, M.D.
President and Chief Executive Officer
240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
(650) 388-5600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Kenneth A. Clark
Tony Jeffries Jennifer
Knapp Amanda N. Urquiza
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road Palo
Alto, CA 94304 (650) 493-9300 |
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Dominic Piscitelli
Chief Financial Officer
ORIC Pharmaceuticals, Inc.
240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
(650) 388-5600 |
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Christian Kuhlen, M.D., J.D.
General Counsel ORIC
Pharmaceuticals, Inc. 240 E. Grand Ave, 2nd Floor
South San Francisco, CA 94080
(650) 388-5600 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of the registration statement.
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, 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.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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Emerging growth company |
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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 Securities Act. ☐
The
registrant is filing this registration statement to replace its existing registration statement (No. 333-255833), as amended by Post-Effective Amendment No. 1 on Form
S-3 and Post-Effective Amendment No. 2 on Form S-3, which is expiring pursuant to Rule 415(a)(5). In accordance with Rule 415(a)(6), effectiveness of this
registration statement will be deemed to terminate such registration statement. The registrant has elected to carry forward an aggregate $325,000,000 in unsold securities that were previously registered on the prior registration statement.