As filed with the Securities and Exchange Commission on January 26, 2017.

Registration No. 333-     

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-1

 

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 


 

JOUNCE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

2836

 

45-4870634

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification Number)

 

1030 Massachusetts Avenue

Cambridge, MA 02138

(857) 259-3840

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

 


 

Richard Murray, Ph.D.

Chief Executive Officer and President

1030 Massachusetts Avenue

Cambridge, MA 02138

(857) 259-3840

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

 


 

Copies to:

 

Mitchell S. Bloom, Esq.

Ryan S. Sansom, Esq.

Caitlin L. Murray, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

(617) 570-1000

Anna L. Barry, Ph.D., Esq.

Senior Vice President, Legal and

Secretary

Jounce Therapeutics, Inc.

1030 Massachusetts Avenue

Cambridge, MA 02138

(857) 259-3840

Deanna L. Kirkpatrick, Esq.

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212) 450-4000

 

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, as amended, check the following box.  o

 

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.  x File No. 333-215372

 

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 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.  o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer

o

Accelerated Filer

o

 

 

 

 

Non-Accelerated Filer

x  (Do not check if a smaller reporting company)

Smaller Reporting Company

o

 


 

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(2)

 

Amount of
Registration Fee

 

 

 

 

 

 

 

 

 

 

 

Common Stock, par value $0.001 per share

 

1,155,750

 

$

16.00

 

$

18,492,000

 

$

2,144

 

(1) Represents only the additional number of shares being registered and includes 150,750 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. 333-215372).

(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 $92,460,000 on a Registration Statement on Form S-1 (File No. 333-215372), which was declared effective by the Securities and Exchange Commission on January 26, 2017. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $18,492,000 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 with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.

 

 

 



 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share, of Jounce Therapeutics, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-215372), which was declared effective by the Commission on January 26, 2017, are incorporated in this registration statement by reference.

 

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

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 26th day of January, 2017.

 

 

JOUNCE THERAPEUTICS, INC.

 

 

 

 

By:

/s/ Richard Murray

 

 

Richard Murray

 

 

President and chief executive officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following person in the capacities and on the date indicated.

 

Name

 

Title

 

Date

 

 

 

 

 

/s/ Richard Murray

 

President, chief executive officer and director

 

January 26, 2017

Richard Murray, Ph.D.

 

(principal executive officer)

 

 

 

 

 

 

 

/s/ Kim C. Drapkin

 

Treasurer and chief financial officer

 

January 26, 2017

Kim C. Drapkin, CPA

 

(principal financial and accounting officer)

 

 

 

 

 

 

 

*

 

Chairman of the board of directors

 

 

Perry A. Karsen

 

 

 

January 26, 2017

 

 

 

 

 

*

 

Director

 

 

Barbara Duncan

 

 

 

January 26, 2017

 

 

 

 

 

*

 

Director

 

 

Cary G. Pfeffer, M.D.

 

 

 

January 26, 2017

 

 

 

 

 

*

 

Director

 

 

J. Duncan Higgons

 

 

 

January 26, 2017

 

 

 

 

 

*

 

Director

 

 

Robert Kamen, Ph.D.

 

 

 

January 26, 2017

 

 

 

 

 

*

 

Director

 

 

Robert Tepper, M.D.

 

 

 

January 26, 2017

 

*  Pursuant to Power of Attorney

 

By:

/s/ Richard Murray

 

 

Richard Murray
Attorney in Fact

 

 

3



 

EXHIBIT INDEX

 

Exhibit
No.

 

Exhibit Index

 

 

 

  5.1

 

Opinion of Goodwin Procter LLP

 

 

 

23.1

 

Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

 

 

 

23.2

 

Consent of Goodwin Procter LLP (included in Exhibit 5.1)

 

 

 

24.1*

 

Power of Attorney

 


*                      Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-215372), originally filed with the Securities and Exchange Commission on December 30, 2016 and incorporated by reference herein.

 

4


Exhibit 5.1

 

January 26, 2017

 

Jounce Therapeutics, Inc.

1030 Massachusetts Avenue

Cambridge, MA 02138

 

Re:          Securities Registered under Registration Statement on Form S-1

 

Ladies and Gentlemen:

 

We have acted as counsel to you in connection with your filing of (i) a Registration Statement on Form S-1 (File No. 333-215372) (as amended or supplemented, the “Initial Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) and (ii) a second Registration Statement on Form S-1 filed pursuant to Rule 462(b) promulgated under the Securities Act (the “462(b) Registration Statement,” and together with the Initial Registration Statement, the “Registration Statement”).  This opinion letter is furnished to you in connection with your filing of the 462(b) Registration Statement, relating to the registration of the offering by Jounce Therapeutics, Inc., a Delaware corporation (the “Company”) of up to 1,155,750 shares (the “Shares”) of the Company’s Common Stock, $0.001 par value per share, including Shares purchasable by the underwriters upon their exercise of an option granted to the underwriters by the Company. The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company and such underwriters (the “Underwriting Agreement”).

 

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below.  We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.

 

The opinion set forth below is limited to the Delaware General Corporation Law (which includes reported judicial decisions interpreting the Delaware General Corporation Law).

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable.

 

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the 462(b) Registration Statement and to the references to our firm under the caption “Legal Matters” in the Initial Registration Statement.  In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

 

Very truly yours,

 

 

 

/s/ GOODWIN PROCTER LLP

 

 

 

GOODWIN PROCTER LLP

 


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 March 8, 2016, except for Note 1 and Note 16a as to which the date is November 17, 2016 and Note 16b as to which the date is January 17, 2017, with respect to the consolidated financial statements of Jounce Therapeutics, Inc. included in Amendment No. 1 to the Registration Statement (Form S-1 No. 333-215372) and related Prospectus of Jounce Therapeutics, Inc. for the registration of  its common stock.

 

 

 

/s/ Ernst & Young LLP

 

Boston, Massachusetts

January 26, 2017