As filed with the Securities and Exchange Commission on January 9, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Melinta Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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45-4440364
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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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300 George Street
Suite 301
New Haven,
Connecticut 06511
(312) 767-0291
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Daniel Mark Wechsler
Chief
Executive Officer
Melinta Therapeutics, Inc.
300 George Street
Suite
301
New Haven, Connecticut 06511
(312) 767-0291
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Gordon Caplan, Esq.
Sean M. Ewen, Esq.
Willkie
Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
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Paul Estrem
Chief Financial Officer
Melinta Therapeutics, Inc.
300 George Street
Suite
301
New Haven, Connecticut 06511
(312) 767-0291
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Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this 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 of 1933, 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 of 1933, 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 (check one).
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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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(Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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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 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 Share
(2)
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Maximum
Aggregate
Offering Price
(2)
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share
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3,313,702
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$16.60
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$55,007,453.20
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$6,848.43
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(1)
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In addition to the shares set forth in the table, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (Securities Act), the number of shares registered includes an indeterminable number of
shares issuable as a result of stock splits, stock dividends, or similar events or transactions effected without receipt of consideration that increase the number of the Registrants outstanding shares of common stock.
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(2)
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Estimated solely for the purposes of calculating the registration fee. Pursuant to Rule 457(c) under the Securities Act, the registration fee has been calculated based upon the average of the high and low prices as
reported on the Nasdaq Global Market for the Registrants common stock on January 5, 2018.
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The Registrant hereby amends
this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.