As filed with the Securities and Exchange Commission on March 11, 2014

Registration No. 333-                    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

 

Achaogen, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		2834		68-0533693
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

7000 Shoreline Court, Suite 371

South San Francisco, CA 94080

(650) 800-3636

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

 

 

Kenneth J. Hillan, M.B., Ch.B.

7000 Shoreline Court, Suite 371

South San Francisco, CA 94080

(650) 800-3636

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

 

 

Copies to:

 

Mark V. Roeder, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 (650) 328-4600		Bruce K. Dallas, Esq. Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, CA 94025 (650) 752-2000

 

 

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.    x 333-193559

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

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

 

 

CALCULATION OF REGISTRATION FEE

 

TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED		AMOUNT TO BE REGISTERED(1)		PROPOSED MAXIMUM OFFERING PRICE PER SHARE(2)		PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(2)		AMOUNT OF REGISTRATION FEE
Common Stock, $.001 par value		1,150,000		$12.00		$13,800,000		$1,778

(1)

Represents only the additional number of shares being registered and includes 150,000 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-193559).

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

 

 

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

 

 

 

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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed with respect to the registration of 1,150,000 additional shares of common stock, par value $0.001 per share, of Achaogen, Inc., a Delaware corporation, pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, representing an increase in the maximum aggregate offering price of $13,800,000. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-193559), which was declared effective by the Securities and Exchange Commission on March 11, 2014, are incorporated in this registration statement by reference.

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

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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 on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in South San Francisco, California, on March 11, 2014.

 

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.

 

SIGNATURE		TITLE		DATE
/s/ Kenneth J. Hillan      Kenneth J. Hillan, M.B., Ch.B.		President, Chief Executive Officer, Chief Medical Officer and Director (Principal Executive Officer)		March 11, 2014
/s/ Derek A. Bertocci      Derek A. Bertocci		Senior Vice President and Chief Financial Officer (Principal Financial Officer)		March 11, 2014
/s/ Dennis Hom      Dennis Hom		Vice President, Finance and Corporate Development (Principal Accounting Officer)		March 11, 2014
* Bryan E. Roberts		Chairman of the Board of Directors		March 11, 2014
* John C. Doyle		Director		March 11, 2014
* Scott M. Rocklage, Ph.D.		Director		March 11, 2014
* Camille D. Samuels		Director		March 11, 2014
* John W. Smither		Director		March 11, 2014
* Christopher T. Walsh, Ph.D.		Director		March 11, 2014

 

*By:		/s/ Kenneth J. Hillan
		Kenneth J. Hillan, M.B., Ch.B. Attorney-in-Fact

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EXHIBIT INDEX

 

EXHIBIT NUMBER		DESCRIPTION
1.1		Form of Underwriting Agreement (filed as Exhibit 1.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-193559), originally filed with the Securities and Exchange Commission on January 24, 2014 and incorporated by reference herein)
5.1		Opinion of Latham & Watkins LLP
23.1		Consent of independent registered public accounting firm
23.2		Consent of Latham & Watkins LLP (included in Exhibit 5.1)
24.1		Power of Attorney (filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-193559), originally filed with the Securities and Exchange Commission on January 24, 2014 and incorporated by reference herein)