As filed with the Securities and Exchange Commission on April 8, 2015

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Carbylan Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		2834		20-0915291
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

3181 Porter Drive

Palo Alto, CA 94304

(650) 855-6777

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

David M. Renzi

Carbylan Therapeutics, Inc.

3181 Porter Drive

Palo Alto, CA 94304

(650) 855-6777

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

 

David J. Saul, Esq. Ropes & Gray LLP 1900 University Ave., 6th Floor East Palo Alto, CA 94303 Telephone: (650) 617-4000 Facsimile: (650) 566-4232		Brian J. Cuneo, Esq. Latham & Watkins LLP 140 Scott Drive Menlo Park, CA 94025 Telephone: (650) 328-4600 Facsimile: (650) 463-2600

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  x 333-201278

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. (Check one).

 

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 aggregate offering price per share		Proposed maximum aggregate offering price(2)		Amount of registration fee
Common Stock, $0.001 par value per share		1,150,000		$5.00		$5,750,000		$668.15

(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. 333-201278).

(2)	Calculated solely for purposes 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 Carbylan Therapeutics, 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 $5,750,000. The contents of the earlier registration statement on Form S-1, as amended (File No. 333-201278), which was declared effective by the Securities and Exchange Commission on April 8, 2015, 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, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, State of California on the 8th day of April, 2015.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ David M. Renzi David M. Renzi		President, Chief Executive Officer and Director (Principal Executive Officer)		April 8, 2015
/s/ T. Michael White T. Michael White		Chief Financial Officer (Principal Financial and Accounting Officer)		April 8, 2015
* Steven Basta		Director		April 8, 2015
* Albert Cha, M.D., PhD.		Director		April 8, 2015
* David Clapper		Director		April 8, 2015
* Keith Katkin		Director		April 8, 2015
* Guy Nohra		Director		April 8, 2015
* Edward Unkart		Director		April 8, 2015
* Reza Zadno, Ph.D.		Director		April 8, 2015

 

*By:		/s/ David M. Renzi
		David M. Renzi
		Attorney-in-Fact

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Exhibit Index

 

Exhibit no.		Description
5.1		Opinion of Ropes & Gray LLP
23.1		Consent of PriceWaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2		Consent of Ropes & Gray LLP (included in the opinion filed as Exhibit 5.1)
24.1		Powers of Attorney (previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, Registration No. 333-201278, and incorporated by reference herein)

Exhibit 5.1

 

		ROPES & GRAY LLP
		1900 UNIVERSITY AVENUE, 6TH FLOOR
		EAST PALO ALTO, CA 94303-2284
		WWW.ROPESGRAY.COM

April 8, 2015

Carbylan Therapeutics, Inc.

3181 Porter Drive

Palo Alto, CA 94304

Ladies and Gentlemen:

We have acted as counsel to Carbylan Therapeutics, Inc., a Delaware corporation (the “Company”) in connection with the Registration Statement on Form S-1 the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 8, 2015, under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of up to 1,150,000 shares of the common stock, $0.001 par value per share (“Securities”), of the Company. The Securities are proposed to be sold pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into among the Company and the underwriters named therein the form of which has been filed as an exhibit to the Registration Statement.

In connection with this opinion letter, we have examined such certificates, documents and records and have made such investigation of fact and such examination of law as we have deemed appropriate in order to enable us to render the opinions set forth herein. In conducting such investigation, we have relied, without independent verification, upon certificates of officers of the Company, public officials and other appropriate persons.

The opinions expressed below are limited to the Delaware General Corporation Law.

Based upon and subject to the foregoing, it is our opinion, as of the date hereof, that when the Securities shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the form of Underwriting Agreement filed as an exhibit to the Registration Statement, the issuance and sale of the Securities will have been duly authorized by all necessary corporate action of the Company, and the Securities will be validly issued, fully paid and nonassessable.

We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name therein and in the related prospectus under the caption “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Sections 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated April 6, 2015 relating to the financial statements of Carbylan Therapeutics, Inc., which appears in Amendment No. 2 to the Registration Statement on Form S-1 (No. 333-201278). We also consent to the reference to us under the heading “Experts” in Amendment No. 2 to the Registration Statement on Form S-1 incorporated by reference in this Registration Statement.

/s/ PricewaterhouseCoopers LLP

San Jose, California

April 8, 2015