As filed with the Securities and Exchange Commission on December 3, 2020

Registration No. 333-              

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

 

 

SIGILON THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware   2834   47-4005543

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 

100 Binney Street, Suite 600

Cambridge, MA 02142

(617) 336-7540

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Rogerio Vivaldi Coelho, M.D.

President and Chief Executive Officer

100 Binney Street, Suite 600

Cambridge, MA 02142

(617) 336-7540

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Marc Rubenstein, Esq.

William Michener, Esq.

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

(617) 951-7000

 

     

Peter Handrinos, Esq.

Wesley Holmes, Esq.

Latham & Watkins LLP

200 Clarendon Street, 27th Floor

Boston, Massachusetts 02116

(617) 948-6000

 

 

 

 

Approximate date of commencement of proposed sale to 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, 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- 250070

 

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 pursuant to Section 7(a)(2)(B) of the Securities Act.    ¨

 

CALCULATION OF REGISTRATION FEE

 

Title of each class of
securities to be registered
   Proposed
maximum
aggregate
offering price (1)
    Amount of
registration fee(2)
 
Common Stock, $0.001 par value     $22,540,000.00      $2,459.12 

 

(1) Includes shares that may be issued upon exercise by the underwriters of their option to purchase additional shares.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) of the Securities Act of 1933, as amended. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $122,360,000 on a Registration Statement on Form S-1 (File No. 333-250070), which was declared effective by the Securities and Exchange Commission on December 3, 2020. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $22,540,000.00 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”). This Registration Statement relates to the public offering of common stock, par value $0.001 per share (“Common Stock”), of Sigilon Therapeutics, Inc. (the “Registrant”), contemplated by the Registration Statement on Form S-1, as amended (File No. 333-250070), initially filed by Sigilon Therapeutics, Inc. with the Securities and Exchange Commission (the “Commission”) on November 13, 2020 (as amended, the “Prior Registration Statement”) pursuant to the Securities Act, which was declared effective by the Commission on December 3, 2020. The contents of the Prior Registration Statement, including all amendments and exhibits thereto, are incorporated by reference into this Registration Statement.

 

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate offering price of shares to be offered in the public offering by $22,540,000.00, which includes additional shares that the underwriters have the option to purchase. The additional shares of Common Stock 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 in Part II, Item 16 hereto and filed herewith.

 

-2-

 

 

PART II

 

Information Not Required in Prospectus

 

  Item 16. Exhibit List

 

Exhibit Number

    Description of Exhibit
   
5.1     Opinion of Ropes & Gray LLP
   
23.1     Consent of PricewaterhouseCoopers LLP
   
23.2     Consent of Ropes & Gray LLP (included in Exhibit 5.1)
   
24.1 *   Power of Attorney

 

 

 

* Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-250070), originally filed with the Securities and Exchange Commission on November 13, 2020 and incorporated by reference herein.

 

-3-

 

 

Signatures

 

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 on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, State of Massachusetts, on December 3, 2020.

 

  SIGILON THERAPEUTICS, INC.
     
  By:

/s/ Rogerio Vivaldi Coelho, M.D.

    Rogerio Vivaldi Coelho, M.D.
    President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, 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/ Rogerio Vivaldi Coelho, M.D.

Rogerio Vivaldi Coelho, M.D.

 

 

President and Chief Executive Officer

(Principal Executive Officer)

 

  December 3, 2020
     

/s/ Glenn Reicin

Glenn Reicin

 

 

Chief Financial Officer and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

  December 3, 2020
     

*

Daniel G. Anderson, Ph.D.

 

  Director   December 3, 2020
     

*

Doug Cole, M.D.

 

  Director   December 3, 2020
     

*

John Cox

 

  Director   December 3, 2020
     

*

Stephen Oesterle, M.D.

 

  Director   December 3, 2020
     

*

Kavita Patel, M.D.

 

  Director   December 3, 2020
     

*

Robert Ruffolo, Jr., Ph.D.

 

  Director   December 3, 2020
     

*

Eric Shaff

 

  Director   December 3, 2020

 

*By:

/s/ Rogerio Vivaldi Coelho, M.D.

 
  Rogerio Vivaldi Coelho, M.D.  
  Attorney-in-Fact  

 

-4-

 

Exhibit 5.1

 

ROPES & GRAY LLP

PRUDENTIAL TOWER

800 BOYLSTON STREET

BOSTON, MA 02199-3600

WWW.ROPESGRAY.COM

 

 

December 3, 2020

 

Sigilon Therapeutics, Inc.

100 Binney Street, Suite 600

Cambridge, MA 02142

 

Ladies and Gentlemen:

 

We have acted as counsel to Sigilon 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”) under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 462(b) under the Securities Act for the registration of up to $22,540,000 of the common stock, $0.001 par value per share, of the Company. The Registration Statement incorporates by reference the contents of the Company’s registration statement on Form S-1 (File No. 333-250070) (the "Prior Registration Statement"), which was declared effective by the Commission on December 3, 2020, including the prospectus included therein (the “Prospectus”). The term “Securities” refers to the shares of the common stock registered pursuant to the Registration Statement, up to 151,661,343 shares, representing the Company’s total amount of expected authorized but unissued shares of common stock, less the number of shares to be sold by the Company pursuant to the Prior Registration Statement. The Securities are proposed to be sold pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into among the Company and Morgan Stanley & Co. LLC and Jefferies LLC, as representatives of the underwriters named therein.

 

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, we are of the opinion that the Securities have been duly authorized and, when issued and delivered pursuant to the Underwriting Agreement and against payment of the consideration set forth therein, will be, validly issued, fully paid and non-assessable.

 

We hereby consent to your filing this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving such consent, we do not thereby 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 of the Commission thereunder.

 

Very truly yours,
/s/ Ropes & Gray LLP
    
Ropes & Gray LLP

 

 

 

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 August 21, 2020, except for the effects of the reverse stock split discussed in Note 17 to the financial statements, as to which the date is November 30, 2020, relating to the financial statements, which appears in Amendment No. 1 to the Registration Statement on Form S-1 (No. 333-250070) of Sigilon Therapeutics, Inc. We also consent to the reference to us under the heading “Experts” in Amendment No. 1 to the Registration Statement on Form S-1 (No. 333-250070) incorporated by reference in this Registration Statement.

 

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

December 3, 2020