As filed with the Securities and Exchange Commission on February 11, 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
NEXIMMUNE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 45-2518457 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
9119 Gaither Road
Gaithersburg, MD 20878
(301) 825-9810
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Scott Carmer
Chief Executive Officer
NexImmune, Inc.
9119 Gaither Road
Gaithersburg, MD 20877
(301) 825-9810
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
John T. Rudy John P. Condon Matthew T. Simpson Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C. One Financial Center Boston, MA 02111 (617) 542-6000 | Brent B. Siler Divakar Gupta Brian F. Leaf Cooley LLP 55 Hudson Yards New York, NY 10001 (212) 479-6000 |
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. ☐
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. ☒ Registration No. 333-252220
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, 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 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(2) | Proposed maximum aggregate offering price | Amount of registration fee(3) | ||||
Common Stock, $0.0001 par value per share | 676,775 | $17.00 | $11,505,175 | $1,256 | ||||
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(1) | Represents only the number of shares being registered pursuant to this Registration Statement, which includes 88,275 shares that the underwriters have the option to purchase, and are in addition to the 6,764,875 shares that were registered pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-252220), which included 882,375 shares that the underwriters have the option to purchase. |
(2) | Based on the public offering price. |
(3) | The amount of registration fee is calculated in accordance with 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 $115,002,875 on a Registration Statement on Form S-1 (File No. 333-252220), which was declared effective by the Securities and Exchange Commission on February 11, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $11,505,175 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 OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) with respect to the registration of additional common stock, par value $0.0001 per share (the “Common Stock”), of NexImmune, Inc. (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form S-1, as amended (File No. 333-252220) (the “Prior Registration Statement”), which the Commission declared effective on February 11, 2021. This Registration Statement is being filed solely for the purpose of increasing the number of shares to be offered in the public offering by 676,775 shares of Common Stock, which includes 88,275 shares of Common Stock that may be sold pursuant to the underwriters’ option to purchase additional shares. The additional shares of Common Stock that are being registered for 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 in the Exhibit Index below and filed herewith.
EXHIBIT INDEX
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed February 11, 2021.
NEXIMMUNE, INC. |
/s/ Scott Carmer |
Scott Carmer |
Chief Executive Officer |
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Scott Carmer Scott Carmer | Chief Executive Officer (principal executive officer) | February 11, 2021 | ||
/s/ John Trainer John Trainer | Chief Financial Officer (principal accounting officer and principal financial officer) | February 11, 2021 | ||
* Sol Barer | Director | February 11, 2021 | ||
* Paul D’Angio | Director | February 11, 2021 | ||
* Tim Bertram | Director | February 11, 2021 | ||
* Alan S. Roemer | Director | February 11, 2021 | ||
* Bing Yao | Director | February 11, 2021 | ||
* Grant Verstandig | Director | February 11, 2021 |
*By: | /s/ Scott Carmer | |
Scott Carmer Attorney-in-fact |