As filed with the Securities and Exchange Commission on March 6, 2019
Registration No. 333-229590
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHOCKWAVE MEDICAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 3841 | 27-0494101 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
5403 Betsy Ross Drive
Santa Clara, California 95054
(510) 279-4262
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Douglas Godshall
President & Chief Executive Officer
ShockWave Medical, Inc.
5403 Betsy Ross Drive
Santa Clara, California 95054
(510) 279-4262
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to: | ||
Alan F. Denenberg Stephen Salmon Davis Polk & Wardwell LLP 1600 El Camino Real Menlo Park, California 94025 (650) 752-2000 |
Charles S. Kim David Peinsipp Kristin E. VanderPas Cooley LLP 4401 Eastgate Mall San Diego, California 92121 (858) 550-6000 |
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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-229590
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 | ☒ | 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. ☒
CALCULATION OF REGISTRATION FEE
| ||||||||
Title Of Each Class Of Securities To Be Registered |
Amount To Be |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price (2) |
Amount Of Registration | ||||
Common Stock, par value $0.001 per share |
805,000 | $17.00 | $13,685,000 | $1,658.63 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares being registered and includes an additional 105,000 shares of common stock issuable upon exercise of the underwriters option to purchase additional shares. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-229590). |
(2) | The 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. |
(3) | The registrant previously registered 5,750,000 shares of its common stock with an aggregate offering price not to exceed $92,000,000 on a Registration Statement on Form S-1 (File No. 333-229590), which was declared effective by the Securities and Exchange Commission on March 6, 2019. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $13,685,000 are 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 on Form S-1 (this Registration Statement) is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the sole purpose of increasing the aggregate number of shares of common stock offered by ShockWave Medical, Inc. (the Registrant) by 805,000 shares, 105,000 of which are subject to purchase upon exercise of the underwriters option to purchase additional shares of the Registrants common stock. The additional securities 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 Registration Statement on Form S-1, as amended (File No. 333-229590) (the Prior Registration Statement). The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on the 6th day of March, 2019.
SHOCKWAVE MEDICAL, INC. | ||
By: | /s/ Douglas Godshall | |
Douglas Godshall President, Chief Executive Officer & Director |
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacity and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Douglas Godshall |
March 6, 2019 | |||
Douglas Godshall | President, Chief Executive Officer and Director (Principal Executive Officer) | |||
/s/ Dan Puckett |
March 6, 2019 | |||
Dan Puckett | Chief Financial Officer and Secretary (Principal Financial and Accounting Officer) | |||
* |
March 6, 2019 | |||
C. Raymond Larkin, Jr. | Director | |||
* |
March 6, 2019 | |||
F.T. Jay Watkins | Director | |||
* |
March 6, 2019 | |||
Antoine Papiernik | Director | |||
* |
March 6, 2019 | |||
Colin Cahill | Director | |||
* |
March 6, 2019 | |||
Federic Moll, M.D. | Director | |||
* |
March 6, 2019 | |||
Laura Francis | Director | |||
*By: /s/ Douglas Godshall |
||||
Douglas Godshall | ||||
Attorney-in-Fact |
EXHIBITS
EXHIBIT 5.1 AND 23.2
March 6, 2019
ShockWave Medical, Inc.
5403 Betsy Ross Drive
Santa Clara, CA 95054
Ladies and Gentlemen:
We have acted as special counsel to ShockWave Medical, Inc. (the Company) in connection with the Companys Registration Statement on Form S-1 (the Abbreviated Registration Statement) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the Securities Act), for the registration of 805,000 shares of the Companys common stock (the Securities), $0.001 par value per share. The Securities are to be purchased by certain underwriters and offered for sale to the public together with the securities registered pursuant to a Registration Statement on Form S-1 (File No. 333-229590) of the Company that was declared effective earlier today (the Initial Registration Statement).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, we advise you that, in our opinion, when the price at which the Securities to be sold has been approved by or on behalf of the Board of Directors of the Company and when the Securities have been duly issued and delivered against payment therefor in accordance with the terms of the Underwriting Agreement referred to in the prospectus included in the Initial Registration Statement and incorporated by reference in the Abbreviated Registration Statement, the Securities will be validly issued, fully paid and non-assessable.
We are members of the Bars of the States of New York and California and the foregoing opinion is limited to the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Abbreviated Registration Statement and further consent to the reference to our name under the caption Legal Matters in the prospectus included in the Initial Registration Statement and incorporated by reference in the Abbreviated Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Davis Polk & Wardwell
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption Experts and to the incorporation by reference of our report dated February 8, 2019 (except for Note 14, as to which the date is February 22, 2019), with respect to the consolidated financial statements of ShockWave Medical, Inc. included in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-229590) and related Prospectus of ShockWave Medical, Inc. for the registration of its common stock.
/s/ Ernst & Young LLP
San Jose, California
March 6, 2019