As filed with the Securities and Exchange Commission on May 14, 2019
Registration No. 333-224808
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
Post -Effective Amendment No. 1
To
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TROVAGENE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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2836 |
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27-2004382 |
(State or other jurisdiction |
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(Primary Standard Industrial |
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(I.R.S. Employer |
of incorporation or organization) |
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Classification Code Number) |
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Identification Number) |
11055 Flintkote Avenue
San Diego, CA 92121
(858) 952-7570
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Thomas H. Adams
Chief Executive Officer
Trovagene, Inc.
11055 Flintkote Avenue
San Diego, CA 92121
(858) 952-7570
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jeffrey J. Fessler, Esq.
Sheppard, Mullin, Richter & Hampton LLP
30 Rockefeller Plaza, 39th Floor
New York, New York 10112
Tel: (212) 653-8700
Fax: (212) 653-8701
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: x
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. o
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. o
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. o
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 o |
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Accelerated filer o |
Non-accelerated filer x |
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Smaller reporting company x |
Emerging growth company o |
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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 to Section 7(a)(2)(B) of the Securities Act. o
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 which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Trovagene, Inc. (the Company) previously filed a Registration Statement on Forms S-1 (File No. 333-224808 and File No. 333-225510) with the U.S. Securities and Exchange Commission (the SEC) on May 10, 2018 and June 8, 2018, respectively, which was declared effective by the SEC on June 8, 2018 (the Existing Registration Statement). This Amendment No. 2 to Post-Effective Amendment No. 1 (Post-Effective Amendment) to the Existing Registration Statement is being filed to correct an error in the explanatory note to Amendment No. 1 to Post-Effective Amendment No. 1 to the Existing Registration Statement (Amendment No. 1). In paragraph 2, of the Explanatory Note the second sentence should state As of the date of this prospectus, 497,260 shares of common stock have been issued upon exercise of the warrants.
Except as described above, no other changes have been made to Amendment No. 1.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. Exhibits and Financial Statement Schedules.
(a) The exhibits listed under the caption Exhibit Index following the signature page are filed herewith or incorporated by reference herein.
(b) Financial Statement Schedules
No financial statement schedules are provided because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or notes thereto.
Exhibit |
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Description |
1.1* |
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Form of Underwriting Agreement by and between Trovagene, Inc. and ThinkEquity |
3.1 |
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3.2 |
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3.3 |
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3.5 |
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3.6 |
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3.7 |
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3.8 |
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4.1 |
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4.2+ |
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4.3+ |
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4.5 |
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4.6 |
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4.7+ |
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4.8 |
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4.9 |
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4.10 |
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Form of Warrant (incorporated by reference to Exhibit 4.1 to Form 8-K filed on January 29, 2019). |
4.11 |
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4.12 |
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5.1* |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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10.8 |
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10.9 |
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10.10 |
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10.11 |
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10.12 |
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10.13 |
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10.14 |
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10.15 |
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10.16 |
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10.17 |
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10.18 |
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10.19 |
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10.20 |
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10.21+ |
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10.22*** |
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10.23+ |
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10.24 |
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10.25*** |
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10.26+ |
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10.27 |
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10.28 |
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23.1* |
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23.2 |
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Consent of Sheppard Mullin Richter & Hampton LLP (reference is made to Exhibit 5.1). |
24.1* |
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* Previously filed
** Filed herewith.
*** The U.S. Securities and Exchange Commission (SEC) has granted confidential treatment with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC.
+ Indicates a management contract or compensatory plan or arrangement.
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, California, on the 14th day of May 2019.
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TROVAGENE, INC. | |
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By: |
/s/ Thomas H. Adams |
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Thomas H. Adams |
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Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated
Signature |
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Title |
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Date |
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/s/ Thomas H. Adams |
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Chief Executive Officer and Chairman (Principal Executive Officer and Principal Financial and Accounting Officer) |
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May 14, 2019 |
Thomas H. Adams |
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* |
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Director |
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May 14, 2019 |
John P. Brancaccio |
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* |
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Director |
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May 14, 2019 |
Gary S. Jacob |
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* |
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Director |
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May 14, 2019 |
Rodney S. Markin |
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* |
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Director |
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May 14, 2019 |
Athena Countouriotis |
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* |
By: |
/s/ Thomas H. Adams |
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Attorney-In-Fact |
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