As filed with the Securities and Exchange Commission on April 7, 2021
Registration No. 333-253897
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
IVERIC bio, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 20-8185347 | |
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
Five Penn Plaza, Suite 2372
New York, NY 10001
(212) 845-8200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Glenn P. Sblendorio
Chief Executive Officer and President
IVERIC bio, Inc.
Five Penn Plaza, Suite 2372
New York, NY 10001
(212) 845-8200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
| | Brian A. Johnson, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 7 World Trade Center 250 Greenwich Street New York, New York 10007 Telephone: (212) 230-8800 Fax: (212) 230-8888 |
| | Todd D.C. Anderman, Esq. Senior Vice President, General Counsel & Corporate Secretary IVERIC bio, Inc. Five Penn Plaza, Suite 2372 New York, NY 10001 (212) 845-8200 |
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
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 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, 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. ¨
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. 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 additional 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 | x | Smaller reporting company | x | |||
| 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. ¨
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, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
This Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 of IVERIC bio, Inc. (File No. 333-253897) (the “Registration Statement”) is being filed solely for the purpose of filing an updated consent of Ernst & Young, LLP as Exhibit 23.1 hereto (the “Consent”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement and the Consent filed herewith as Exhibit 23.1. Each prospectus included in the Registration Statement and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
| * | To be filed by amendment or by a Current Report on Form 8-K |
| ** | Previously filed |
| *** | Filed herewith |
| **** | To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 |
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 Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, State of New York, on April 7, 2021.
| IVERIC BIO, INC. |
| By: | /s/ GLENN P. SBLENDORIO | |
| Name: Glenn P. Sblendorio | ||
| Title: Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
|
Signature |
Title |
Date | ||
|
/s/ GLENN P. SBLENDORIO Glenn P. Sblendorio |
President, Chief Executive Officer and Director (Principal Executive Officer) | April 7, 2021 | ||
|
/s/ DAVID F. CARROLL David F. Carroll |
Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | April 7, 2021 | ||
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* David R. Guyer |
Executive Chairman of the Board of Directors | April 7, 2021 | ||
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* Mark Blumenkranz |
Director | April 7, 2021 | ||
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* Axel Bolte |
Director | April 7, 2021 | ||
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* Adrienne L. Graves |
Director | April 7, 2021 | ||
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* Jane P. Henderson |
Director | April 7, 2021 | ||
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* Calvin W. Roberts, M.D. |
Director | April 7, 2021 | ||
| * By: | /s/ Glenn P. Sblendorio | |
| Glenn P. Sblendorio | ||
| Attorney-in-fact |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in the Registration Statement (Form S-3 No. 333-253897 Amendment No. 1) and related Prospectuses of IVERIC bio, Inc. for the registration of its debt securities, common stock, preferred stock, warrants, subscriptions rights, depository shares and units and to the incorporation by reference therein of our reports dated March 4, 2021, with respect to the consolidated financial statements of IVERIC bio, Inc., and the effectiveness of internal control over financial reporting of IVERIC bio, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2020, filed with the Securities and Exchange Commission.
| /s/ Ernst & Young LLP |
| Iselin, New Jersey | |
| April 7, 2021 |