As filed with the Securities and Exchange Commission on October 23, 2019
Registration No. 333-233594
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pre-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Solid Biosciences Inc.
(Exact name of registrant as specified in its charter)
Delaware | 90-0943402 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
141 Portland Street, Fifth Floor
Cambridge, MA 02139
(617) 337-4680
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Ilan Ganot
Chief Executive Officer
Solid Biosciences Inc.
141 Portland Street, Fifth Floor
Cambridge, MA 02139
(617) 337-4680
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Lia Der Marderosian
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street
Boston, MA 02109
Telephone: (617) 526-6000
Telecopy: (617) 526-5000
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared effective.
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, 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, 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.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | |||
Emerging growth company | ☒ |
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. ☒
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 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Pre-Effective Amendment No. 1 (this Amendment) to the Registration Statement on Form S-3 of Solid Biosciences Inc. (File No. 333-233594) (the Registration Statement) is being filed as an exhibit-only filing to file an updated consent of PricewaterhouseCoopers LLP, filed herewith as Exhibit 23.1 (the Consent). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement and the Consent filed herewith as Exhibit 23.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
* | Filed herewith |
** | Previously filed |
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this pre-effective amendment no. 1 to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on October 23, 2019.
SOLID BIOSCIENCES INC. | ||
By: | /s/ Ilan Ganot | |
Name: Ilan Ganot Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this pre-effective amendment no. 1 to registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Ilan Ganot Ilan Ganot |
President, Chief Executive Officer and Director (Principal Executive Officer) |
October 23, 2019 | ||
/s/ Jennifer Ziolkowski Jennifer Ziolkowski |
Chief Financial Officer (Principal Financial and Accounting Officer) |
October 23, 2019 | ||
Andrey Zarur, Ph.D. |
Chairman of the Board of Directors | |||
* Matthew Arnold |
Director | October 23, 2019 | ||
* Martin Freed, M.D. |
Director | October 23, 2019 | ||
* Robert Huffines |
Director | October 23, 2019 | ||
* Adam Koppel, M.D., Ph.D. |
Director | October 23, 2019 |
Signature |
Title |
Date | ||
* Sukumar Nagendran, M.D. |
Director | October 23, 2019 | ||
* Rajeev Shah |
Director | October 23, 2019 | ||
* Adam Stone |
Director | October 23, 2019 | ||
Lynne Sullivan |
Director |
* By: | /s/ Ilan Ganot | |
Ilan Ganot Attorney-in-fact |
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-3 (Registration No. 333-233594) of Solid Biosciences Inc. of our report dated March 13, 2019 relating to the financial statements, which appears in Solid Biosciences Inc.s Annual Report on Form 10-K for the year ended December 31, 2018. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
October 23, 2019