As filed with the Securities and Exchange Commission on October 28, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ENTRADA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 2836 | 84-3983399 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
6 Tide Street
Boston, MA 02210
(857) 520-9158
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Dipal Doshi
President and Chief Executive Officer
6 Tide Street
Boston, MA 02210
(857) 520-9158
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Arthur R. McGivern Sarah Ashfaq Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000
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Dipal Doshi President and Chief Executive Officer Entrada Therapeutics, Inc. 6 Tide Street Boston, MA 02210 (857) 520-9158
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Tara Fisher Patrick O’Brien Ropes & Gray LLP 800 Boylston Street Boston, MA 02199 (617) 951-7000
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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, as amended, 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 333-260160
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, 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.
| Large Accelerated Filer | ¨ | Accelerated Filer | ¨ | |||
| Non-Accelerated Filer | x | Smaller Reporting Company | x | |||
| Emerging Growth Company | x | |||||
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 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 |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee(2) | ||||
| Common Stock, par value $0.0001 per share | 1,811,250 | $20.00 | $36,225,000 | $3,359 | ||||
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| (1) | Represents only the additional number of shares being registered and includes 236,250 shares that the underwriters have the option to purchase. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-260160). |
| (2) | Calculated pursuant to Rule 457(a) under the Securities Act of 1933 as amended, based on the proposed maximum aggregate offering price. The Registrant previously registered securities at an aggregate offering price not to exceed $181,125,000 on a Registration Statement on Form S-1 (File No. 333-260160), which was declared effective by the Securities and Exchange Commission on October 28, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $36,225,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares. |
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by Entrada Therapeutics, Inc. (the “Registrant”) by 1,811,250 shares, of which 236,250 are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333-260160), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on October 28, 2021 (the “Prior Registration Statement’), are incorporated by reference into this Registration Statement. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
| * | Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-260160), originally filed with the Securities and Exchange Commission on October 8, 2021 and incorporated by reference herein. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Boston, Massachusetts, on the 28th day of October, 2021.
| ENTRADA THERAPEUTICS, INC. | ||
| By: |
/s/ Dipal Doshi | |
| Name: | Dipal Doshi | |
| Title: | President and Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
| Name | Title | Date | ||
|
/s/ Dipal Doshi Dipal Doshi
|
President, Chief Executive Officer and Director (Principal Executive Officer)
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October 28, 2021 | ||
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/s/ Kory Wentworth Kory Wentworth
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Chief Financial Officer (Principal Financial and Accounting Officer) | October 28, 2021 | ||
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* Kush M. Parmar, M.D., Ph.D. |
Chairman and Director | October 28, 2021 | ||
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* John F. Crowley |
Director | October 28, 2021 | ||
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* Todd Foley |
Director | October 28, 2021 | ||
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* Peter S. Kim, Ph.D. |
Director | October 28, 2021 | ||
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* Carole Nuechterlein |
Director | October 28, 2021 | ||
|
* Mary Thistle |
Director | October 28, 2021 | ||
| *By: | /s/ Dipal Doshi | |
| Dipal Doshi | ||
| Attorney-in-fact |
Exhibit 5.1
October 28, 2021
Entrada Therapeutics, Inc.
6 Tide Street
Boston, MA 02210
| Re: | Securities Registered under Registration Statement on Form S-1 |
We have acted as counsel to you in connection with your filing of (i) a Registration Statement on Form S-1 (File No. 333-260160) (as amended or supplemented, the “Prior Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and (ii) a second Registration Statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement,” and together with the Prior Registration Statement, the “Registration Statement”). This opinion letter is being furnished to you in connection with your filing of the 462(b) Registration Statement, relating to the registration of the offering by Entrada Therapeutics, Inc., a Delaware corporation (the “Company”) of up to 10,436,250 shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share, including 1,361,250 Shares purchasable by the underwriters upon their exercise of an over-allotment option granted to the underwriters by the Company. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”). We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the 462(b) Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated August 6, 2021 (except for Note 12(D), as to which the date is October 25, 2021), with respect to the financial statements of Entrada Therapeutics, Inc. included in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-260160) and related Prospectus of Entrada Therapeutics, Inc. for the registration of its common stock.
/s/ Ernst & Young LLP
Boston, Massachusetts
October 28, 2021