S-1MEF

As filed with the Securities and Exchange Commission on January 6, 2022.

Registration No. 333-                

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CinCor Pharma, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2834   36-4931245
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

200 Clarendon Street, 6th Floor

Boston, MA 02116

(844) 531-1834

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

 

 

Marc de Garidel

Chief Executive Officer

CinCor Pharma, Inc.

200 Clarendon Street, 6th Floor

Boston, MA 02116

(844) 531-1834

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

 

 

Copies to:

 

Ryan Sansom

Divakar Gupta

Courtney T. Thorne

Cooley LLP

500 Boylston Street

Boston, MA 02116

(617) 937-2300

 

Lisa Firenze

Ryan S. Brewer

Wilmer Cutler Pickering Hale & Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, NY 10007

(212) 230-8800

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared 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.  ☒ (333-261738)

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
registered (1)
  Proposed
maximum
offering price
per share (2)(3)
  Proposed
maximum
aggregate
offering price (3)
  Amount of
registration fee

Common Stock, $0.00001 par value per share

  1,265,000   $16.00   $20,240,000   $1,877

 

 

(1)

Represents only the additional number of shares being registered and includes 165,000 shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-261738).

(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. The registrant previously registered securities at an aggregate offering price not to exceed $215,050,000 on a Registration Statement on Form S-1 (File No. 333-261738), which was declared effective by the Securities and Exchange Commission on January 6, 2022.

(3)

In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $20,240,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), for the sole purpose of increasing the aggregate number of shares of common stock offered by CinCor Pharma, Inc. (the “Registrant”) by 1,265,000 shares, 165,000 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333-261738), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on January 6, 2022, are incorporated by reference into this Registration Statement.

The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.


Exhibit Index

 

Exhibit
Number
   Description of Exhibit
  5.1    Opinion of Cooley LLP.
23.1    Consent of Ernst & Young LLP, independent registered public accounting firm.
23.2    Consent of Cooley LLP (included in Exhibit 5.1).
24.1*    Power of Attorney (included on the signature page of the Registration Statement on Form S-1 (File No. 261738), originally filed with the Commission on December 17, 2021 and incorporated herein by reference).

 

*

Previously filed.


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 Boston, Massachusetts, on this 6th day of January, 2022.

 

CINCOR PHARMA, INC.

By:  

/s/ Marc de Garidel

  Marc de Garidel
  Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Marc de Garidel

Marc de Garidel

  

Chief Executive Officer and Director

(Principal Executive Officer)

  January 6, 2022

/s/ Mary Theresa Coelho, M.B.A.

Mary Theresa Coelho, M.B.A

  

Chief Financial Officer and Chief Business Development Officer

(Principal Financial and Accounting Officer)

  January 6, 2022

*

James I. Healy, M.D., Ph.D.

   Director and Chairman of the Board   January 6, 2022

*

David Allison, Ph.D.

   Director   January 6, 2022

*

Maina Bhaman, M.B.A.

   Director   January 6, 2022

*

Troy Ignelzi

   Director   January 6, 2022

*

Jason Pitts, Ph.D.

   Director   January 6, 2022

*

John F. Thero

   Director   January 6, 2022

 

*By:  

/s/ Marc de Garidel

  Marc de Garidel
  Attorney-in-fact
EX-5.1

Exhibit 5.1

 

LOGO

Ryan Sansom

+1 617 937 2335

rsansom@cooley.com

January 6, 2022

CinCor Pharma, Inc.

200 Clarendon Street, 6th Floor

Boston, MA 02116

Ladies and Gentlemen:

We have acted as counsel to CinCor Pharma, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, covering an underwritten public offering of up to 1,265,000 shares of the Company’s common stock, par value $0.00001 per share (“Shares”). The Registration Statement incorporates by reference the registration statement on Form S-1 (No. 333-261738), which was declared effective on January 6, 2021 (the “Prior Registration Statement”), including the prospectus that is part of the Prior Registration Statement (the “Prospectus”).

In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws, each as currently in effect, (c) the forms of the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, filed as Exhibits 3.4 and 3.5, to the Registration Statement, respectively, each of which is to be in connection with the closing of the offering contemplated by the Registration Statement and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below and (ii) assumed that the Amended and Restated Certificate of Incorporation referred to in clause (i)(c) is filed with the Secretary of State of the State of Delaware before issuance of the Shares.

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of the certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than by the Company where due authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued against payment therefor as described in the Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.

Cooley LLP 500 Boylston St, Boston, MA 02116

t: (617) 937-2300 f: (617) 937-2400 cooley.com


LOGO

January 6, 2022

Page Two

 

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Prior Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.

 

Sincerely,

  

Cooley LLP

  

By:

 

/s/ Ryan Sansom

 

Ryan Sansom

Cooley LLP 500 Boylston St, Boston, MA 02116

t: (617) 937-2300 f: (617) 937-2400 cooley.com

EX-23.1

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 June 23, 2021, except for the matter discussed in Note 8, as to which the date is November 30, 2021, and the matters discussed in Note 2 and Note 10, as to which the date is January 3, 2022, with respect to the financial statements of CinCor Pharma, Inc. included in Amendment No. 2 to the Registration Statement (Form S-1 No. 333-261738) and related Prospectus of CinCor Pharma, Inc. for the registration of its common stock.

/s/ Ernst & Young LLP

Cincinnati, Ohio

January 6, 2022