Spring Bank Pharmaceuticals Ipo Prospectus

As filed with the Securities and Exchange Commission on November 1, 2019

Registration No.__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

SPRING BANK PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation or organization)

52-2386345

(I.R.S.

Employer

Identification No.)

35 Parkwood Drive, Suite 210

Hopkinton, MA 01748

(508) 473-5993

 

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

Garrett Winslow, Esq.

General Counsel

Spring Bank Pharmaceuticals, Inc.

35 Parkwood Drive, Suite 210

Hopkinton, MA 01748

(508) 473-5993

 

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

Copy to:

Megan Gates, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

(617) 542-6000

 

Approximate date of commencement of proposed sale to the public:

From time to time or at one time after the effective date of this Registration Statement.

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 being 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.

Spring Bank Pharmaceuticals, Inc. - SBPH Stock Chart Technical Analysis for 12-27-2019

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 ad

ditional 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 Section 7(a)(2)(B) of the Securities Act.

[X]

 

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

Amount to be registered (1)

Proposed maximum offering price per share

Proposed maximum aggregate offering price

Amount of registration fee

Common Stock, par value $0.0001 per share

2,329,143(2)

$8.76

$20,403,292.68

$2,648.35

Common Stock, par value $0.0001 per share

250,000(3)

$6.57

$1,642,500

$213.20

Total:

2,579,143

 

$22,045,792.68

$2,861.54

 

(1)

This Registration Statement also relates to an indeterminate number of shares of common stock, par value $0.0001 per share (“Common Stock”), of Spring Bank Pharmaceuticals, Inc.

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(the “Registrant”) that may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Represents shares of Common Stock issuable upon conversion of certain of the Registrant’s convertible notes due September 19, 2023 (inclusive of principal and/or interest thereon the “Convertible Notes”), which were acquired by the selling shareholders in a private placement.

The number of shares of Common Stock registered by the Registrant represents a good faith estimate of the number of shares of Common Stock which will be issued upon conversion of the Convertible Notes, assuming for purposes hereof, that the Convertible Notes will accrue interest through September 19, 2023 at a rate of 8% per annum and that the Registrant will pay interest amounts in cash quarterly through the maturity of the Convertible Notes.

If the Convertible Notes convert after the Registrant has paid some of the principal balance on the Convertible Notes, the actual number of shares issuable to the selling shareholders upon conversion of the Convertible Notes, if any, could be materially less than 2,329,143 shares of common stock depending on the amount of principal and accrued but unpaid interest that is converted into shares of Common Stock at the time.

This presentation is not intended to constitute an indication or prediction of the date on which the selling shareholders will convert the Convertible Notes into Common Stock, if at all.

(3)

Represents the maximum number of shares of Common Stock issuable upon exercise of warrants to purchase Common Stock, which were issued to the selling shareholders in a private placement.

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, 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.

 


The information in this prospectus is not complete and may be changed without notice.

The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.

Form S-3 Spring Bank Pharmaceuticals, Inc.

T

his prospectus is

not an offer to sell these securities and the selling shareholders named in this prospectus

are

not soliciting offers to buy these securities in any state where the offer or sale of these securities is not permitted.

Subject to completion, dated November 1, 2019

PRELIMINARY PROSPECTUS

 

SPRING BANK PHARMACEUTICALS, INC.

2,579,143 Shares of Common Stock

This prospectus relates to the offer and sale by the selling shareholders identified in this prospectus, and any of their respective pledgees, donees, transferees, or other successors in interest, of up to 2,579,143 shares of common stock of Spring Bank Pharmaceuticals, Inc.

(the “Common Stock”) that are issuable pursuant to the terms of certain convertible notes due September 19, 2023 (the “Convertible Notes”) and warrants issued to the holders of the Convertible Notes (the “Pontifax Warrants”), as further described in this prospectus.

The number of shares of Common Stock being registered hereunder is comprised of: (i) 2,329,143 shares of Common Stock issuable upon conversion of the Convertible Notes, which Convertible Notes are convertible into shares of our Common Stock at a conversion price of $8.76 per share (the “Note Conversion Shares”); and (ii) 250,000 shares of Common Stock issuable upon the exercise of the Pontifax Warrants, which Pontifax Warrants are exercisable for shares of our Common Stock at an exercise price of $6.57 per share.

The number of shares of Common Stock registered by the Registrant represents a good faith estimate of the number of shares of Common Stock which will be issued upon conversion of the Convertible Notes, assuming for purposes hereof, that the Convertible Notes will accrue interest through September 19, 2023 at a rate of 8% per annum and that the Registrant will pay interest amounts in cash quarterly through the maturity of the Convertible Notes.

If the Convertible Notes convert after the Registrant has paid some of the principal balance on the Convertible Notes, the actual number of shares issuable to the selling shareholders upon conversion of the Convertible Notes, if any, could be materially less than 2,329,143 shares of common stock depending on the amount of principal and accrued but unpaid interest that is converted into shares of Common Stock at the time.

This presentation is not intended to constitute an indication or prediction of the date on which the selling shareholders will convert the Convertible Notes into Common Stock, if at all.

We are filing the registration statement of which this prospectus is a part at this time to fulfill contractual obligations to do so pursuant to a registration rights agreement, as further described in this prospectus.

We will not receive any of the proceeds from the sale of the Common Stock by the selling shareholders.

The selling shareholders and their respective pledgees, donees, transferees, or other successors in interest may offer the shares of Common Stock in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, at negotiated prices, or in trading markets for our Common Stock.

Additional information on the selling shareholders, and the times and manner in which they may offer and sell shares of our Common Stock under this prospectus, is provided under “Selling Shareholders” and “Plan of Distribution” in this prospectus.

Our Common Stock is quoted on The Nasdaq Capital Market under the symbol “SBPH.” On October 31, 2019, the last reported sale price of our Common Stock was $2.97 per share.

Investing in our Common Stock involves certain risks.

See “Risk Factors” beginning on page 4 of this prospectus for the risks that you should consider.

You should read this entire prospectus carefully before you make your investment decision.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.

ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is ______ __, 2019

 

 


TABLE OF CONTENTS

 

 

 

 

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ABOUT THIS

PROSPECTUS

Except where the context requires otherwise, in this prospectus the terms “Company,” “our company,” “Spring Bank,” “we,” “us,” and “our” refer to Spring Bank Pharmaceuticals, Inc., a Delaware corporation, and, where appropriate, its direct and indirect subsidiaries.

You should rely only on the information contained or incorporated by reference in this prospectus.

Registration statement under Securities Act of 1933

We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. For further information, please see the section of this prospectus entitled “Where You Can Find More Information.” The selling shareholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information appearing in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or any sale of a security.

Our business, financial condition, results of operations, and prospects may have changed since those dates.

This prospectus contains trademarks, tradenames, service marks, and service names of the Company.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the information incorporated by reference herein include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

All statements, other than statements of historical facts, included in this prospectus and the information incorporated by reference herein regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

sbph-ex42_49.htm

These forward-looking statements may include, among other things, statements about:

 

preclinical study data and clinical trial data, and the success, cost and timing of our product development activities and current and future clinical trials;

 

the timing of and our ability to obtain and maintain regulatory approvals for any of our product candidates;

 

w

hether our product candidates will satisfactorily demonstrate safety and efficacy to the FDA and other comparable regulatory organizations;

 

our ability to identify and develop new product candidates;

 

our intellectual property position;

 

our commercialization, marketing and manufacturing capabilities and strategy;

 

our ability to develop sales and marketing capabilities;

 

our ability to identify, recruit and retain key personnel;

 

our financial performance and our ability to fund our working capital requirements;

 

our ability to pay interest and principal on the Convertible Notes;

 

developments and projections relating to our competitors in the industry;

 

our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act; and

 

our estimates regarding expenses, future revenue, capital requirements and needs for additional financing.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements.

Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus and the information incorporated by reference herein, particularly in the “Risk Factors” sections of this prospectus and of our

Annual Report on Form 10-K for the year ended December 31, 2018

, which is incorporated by reference herein, that could cause actual results or events to differ materially from the forward-looking statements that we make.

Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments that we may make.

You should read this prospectus and the information incorporated by reference herein completely and with the understanding that our actual future results may be materially different from what we expect.

Any forward-looking statement speaks only as of the date of this prospectus. We do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

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PROSPECTU

S SUMMARY

This prospectus summary highlights important features of this offering and the information included or incorporated by reference in this prospectus.

Because it is a summary, it may not contain all of the information that may be important to you. You should carefully read this entire prospectus, including the section entitled “Risk Factors.”

Overview of Spring Bank

We are a clinical-stage biopharmaceutical company engaged in the discovery and development of a novel class of therapeutics for the treatment of viral infections, inflammatory diseases and certain cancers using our proprietary small molecule nucleotide platform. We design our compounds to selectively target and modulate the activity of specific proteins implicated in various disease states. We are developing our lead product candidate, inarigivir soproxil, or inarigivir, for the treatment of chronic hepatitis B virus, or HBV.

Clinical Stage Drug Discovery Based on Our Proprietary Platform Technology

We have designed our antiviral product candidates, including inarigivir, to selectively activate within infected hepatic cells the cellular protein, retinoic acid-inducible gene 1 (RIG-I), to inhibit viral replication and to cause the induction of intracellular interferon signaling pathways for antiviral defense. We believe that inarigivir, as a RIG-I agonist, could play an important role in antiviral therapy as a result of its dual mechanism of action that is designed to selectively modulate the body’s immune response and inhibit viral replication.

We are also developing additional product candidates, including our lead STING (Stimulator of Interferon Genes) agonist product candidate, SB 11285, which is an immunotherapeutic agent for the potential treatment of selected cancers.

We are developing inarigivir, an orally-administered investigational selective immunomodulator, as a potential backbone in a combinatorial treatment for chronic HBV, with a goal to accelerate and substantially increase functional cure rates in a simple, safe and selective manner.

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We recently completed our global Phase 2 ACHIEVE trial of inarigivir, and in April 2019, we launched two Phase 2 global trials (CATALYST 1 and CATALYST 2) examining the administration of inarigivir 400mg as monotherapy and co-administered with a nucleotide in naïve and virally suppressed chronic HBV patients. We are also pursuing the development of SB 9225, a co-formulation of inarigivir with tenofovir disoproxil fumarate, or TDF, as a potential fixed-dose combination product for the treatment of patients with chronic HBV.

In addition to our inarigivir clinical trials, we continue to explore collaborations, including with siRNA compounds targeting hepatitis B surface antigen, or HBsAg, as well as other antiviral and immunomodulatory mechanisms.

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We believe the immunomodulatory activity of inarigivir could become a key component of a future combinatorial treatment for patients infected with chronic HBV, increasing the percentage of chronic HBV patients who achieve a functional cure.

In addition to our inarigivir clinical development program, we are developing our lead STING agonist product candidate, SB 11285, as a potential next-generation immunotherapeutic agent for the treatment of selected cancers. In our preclinical studies in multiple tumor-derived cell lines, SB 11285 has been observed to cause the induction of cytokines consistent with engagement of the target, as well as cell death and apoptosis.

In June 2019, we filed an investigational new drug application for a Phase 1 clinical trial for the intravenously-administered (IV) SB 11285 for the clinical study of advanced solid tumors, which was accepted by the U.S.

Spring bank pharmaceuticals ipo prospectus

Food and Drug Administration in July 2019. Part 1 of this Phase 1 trial is a dose-escalation study with IV SB 11285 monotherapy followed by combination with a checkpoint inhibitor and is designed to determine a recommended phase 2 dose. Part 2 of this Phase 1 trial will explore IV SB 11285 antitumor activity in combination with a checkpoint inhibitor in selected tumor types.

The trial will be conducted at multiple sites in the United States.

Our principal executive offices are located at 35 Parkwood Drive, Suite 210, Hopkinton, MA 01748 and our telephone number is (508) 473-5993.

Latest News

Our website address is www.springbankpharm.com.

The information on our website is not intended to be a part of this prospectus, and you should not rely on any of the information provided there in making your decision to invest in our securities. Our website address referenced above is intended to be an inactive textual reference only and not an active hyperlink to our website.

The Offering

Common Stock offered

Up to 2,579,143 shares (representing the maximum shares issuable pursuant to the terms of the Convertible Notes and the Pontifax Warrants)

Common Stock outstanding before this offering

16,476,342 shares as of November 1, 2019

Common Stock outstanding after this offering

19,055,485 shares (assuming that the full amount of the registered securities are issued pursuant to the terms of the Convertible Notes and the Pontifax Warrants)

Use of proceeds

We will not receive any proceeds from the sale of shares of Common Stock in this offering, but we will receive the exercise price of the Pontifax Warrants if the Pontifax Warrants are exercised (unless the warrants are exercised by means of a “cashless exercise,” in which case we will not receive any proceeds from that exercise).

See the section entitled “Use of Proceeds.”

Nasdaq Capital Market symbol

SBPH

1

 


Risk

factors

You should consider carefully the information set forth in the section entitled “Risk Factors,” beginning on page 3 of this prospectus, in deciding whether or not to invest in our Common Stock.

Plan of distribution

The selling shareholders and their pledgees, donees, transferees, or other successors in interest may offer the shares of Common Stock in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, at negotiated prices, or in trading markets for our Common Stock.

See the section entitled “Plan of Distribution” beginning on page 8 of this prospectus for a complete description of the manner in which the shares registered hereby may be distributed.

 

 

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RISK

FA

CTORS

An investment in our securities involves a high degree of risk.

Before making an investment decision you should carefully read and consider the risks described below, together with all of the other information included or incorporated by reference in this prospectus, including, without limitation, the risk factors in the section entitled “Risk Factors” in our most recent

Annual Report on Form 10-K

, which is on file with the Securities and Exchange Commission or the SEC.

If any of the risks listed in our most recent

Annual Report on Form 10-K

or any of the following risks actually occur, our business, financial condition, and/or results of operations could suffer.

In that case, the market price of our Common Stock offered by this prospectus could decline, and you may lose all or part of your investment.

You should read the section entitled “Special Note Regarding Forward-Looking Statements” above for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this prospectus.

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Additional risks and uncertainties that we do not presently know or that we currently deem immaterial may also have a material adverse effect on our business.

The terms of our loan and security agreement with Pontifax Medison Finance require us to meet certain operating covenants and place restrictions on our operating and financial flexibility. If we raise additional capital through debt financing, the terms of any new debt could further restrict our ability to operate our business.

In September 2019, we entered into a loan and security agreement with Pontifax (the “Loan and Security Agreement”), that is secured by a lien covering all of our assets, other than our intellectual property.

The Loan and Security Agreement contains customary affirmative and negative covenants and events of default. Affirmative covenants include, among others, covenants requiring us to protect and maintain our intellectual property and comply with all applicable laws, deliver certain financial reports, maintain a minimum cash balance and maintain insurance coverage.

Negative covenants include, among others, covenants restricting us from transferring any part of our business or intellectual property, incurring additional indebtedness, engaging in mergers or acquisitions, changing foreign subsidiary voting rights, repurchasing shares, paying dividends or making other distributions, making investments, and creating other liens on our assets, including our intellectual property, in each case subject to customary exceptions.

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If we raise any additional debt financing, the terms of such additional debt could further restrict our operating and financial flexibility. These restrictions may include, among other things, limitations on borrowing and specific restrictions on the use of our assets, as well as prohibitions on our ability to create liens, pay dividends, redeem capital stock or make investments.

If we default under the terms of the Loan and Security Agreement or any future debt facility, the lender may accelerate all of our repayment obligations and take control of our pledged assets, potentially requiring us to renegotiate our agreement on terms less favorable to us or to immediately cease operations. Further, if we are liquidated, the lender’s right to repayment would be senior to the rights of the holders of our common stock. The lender could declare a default upon the occurrence of any event that it interprets as a material adverse effect as defined under the Loan and Security Agreement.

Any declaration by the lender of an event of default could significantly harm our business and prospects and could cause the price of our common stock to decline.

Spring Bank Pharmaceuticals Announces Proposed Public Offering of Common Stock

Repayment of the Convertible Notes, if they are not otherwise converted, will require a significant amount of cash, and we may not have sufficient cash flow from our business to make payments on our indebtedness.

Our ability to pay the principal of and/or interest on the Convertible Notes depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control.

Our business may not generate cash flow from operations in the future sufficient to service the Convertible Notes or other future indebtedness and make necessary capital expenditures.

If we are unable to generate such cash flow, we may be required to adopt and implement one or more alternatives, such as selling assets, restructuring indebtedness or obtaining additional debt financing or equity financing on terms that may be onerous or highly dilutive.

Our ability to refinance the Convertible Notes or other future indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations, including the Convertible Notes.