As filed with the Securities and Exchange Commission on December 4, 2017
Registration No. 333-221421
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
To
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BioCryst Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 62-1413174 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
4505 Emperor Blvd., Suite 200
Durham, North Carolina 27703
(919) 859-1302
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jon P. Stonehouse
President and Chief Executive Officer
4505 Emperor Blvd., Suite 200
Durham, North Carolina 27703
(919) 859-1302
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Brian Lane, Esq.
Robyn Zolman, Esq.
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, NW
Washington, DC 20036
(202) 955-8500
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement, as determined by market conditions.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box: o
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, please 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 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. o
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. 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.
Large accelerated filer o | Accelerated filer x | |
Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o | |
Emerging growth company o |
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 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 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 Amendment No. 1 to the Registrant's Registration Statement on Form S-3 (File No. 333-221421) is being filed solely for the purpose of filing an updated Exhibit 5.1. No changes or additions are being made hereby to the prospectus that forms a part of the Registration Statement. Accordingly, the prospectus is being omitted from this filing.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS.
______________________
* To be filed by amendment hereto or pursuant to a Current Report on Form 8-K to be incorporated herein by reference.
** Filed herewith.
† Previously filed.
SIGNATURES
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Durham, State of North Carolina, on December 4, 2017.
BioCryst Pharmaceuticals, Inc. | |||
By: | /s/ Alane Barnes | ||
Alane Barnes | |||
Vice President, General Counsel and Corporate Secretary |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on December 4, 2017.
Name | Title | |
* | President, Chief Executive Officer and Director | |
Jon P. Stonehouse | (Principal Executive Officer) | |
* | Senior Vice President, Chief Financial Officer and Treasurer | |
Thomas R. Staab, II | (Principal Financial Officer and Principal Accounting Officer) | |
* | Director | |
George B. Abercrombie | ||
* | Director | |
Fred E. Cohen, M.D., D.Phil | ||
* | Director | |
Stanley C. Erck | ||
* | Director | |
Nancy Hutson, Ph.D. | ||
* | Director | |
Robert A. Ingram | ||
* | Director | |
Kenneth B. Lee, Jr. | ||
* | Director | |
Sanj K. Patel |
* By: | /s/ Alane Barnes | ||
Alane Barnes | |||
Attorney-in-fact |