As filed with the Securities and Exchange Commission on February 1, 2012
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARDEA BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 94-3200380 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
4939 Directors Place
San Diego, California 92121
(858) 652-6500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Barry D. Quart, Pharm.D.
Chief Executive Officer
Ardea Biosciences, Inc.
4939 Directors Place
San Diego, California 92121
(858) 652-6500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Charles S. Kim, Esq.
Kenneth J. Rollins, Esq.
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 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. x 333-178746
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, 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 | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Calculation of Registration Fee
| Title of Class of Securities to be Registered |
Proposed
Maximum Aggregate Offering Price |
Amount
of Registration Fee (1) | ||
| Common Stock, par value $0.001 per share |
$16,175,000 | $1,854 |
| (1) | Calculated pursuant to rule 457(o) under the Securities Act. |
EXPLANATORY NOTE
This registration statement is being filed to register an additional $16,175,000 worth of shares of our common stock, par value $0.001 per share, pursuant to Rule 462(b) of the Securities Act of 1933, as amended. In accordance with Rule 462(b), this registration statement incorporates by reference the contents of our registration statement on Form S-3, as amended (File No. 333-178746), which was declared effective on January 12, 2012, including all amendments, supplements and exhibits thereto and all information incorporated by reference therein, other than the exhibits included herein.
The required opinions and consents are listed on the Exhibit Index attached to and filed with this registration statement.
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 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on February 1, 2012.
| ARDEA BIOSCIENCES, INC. | ||
| By: | /s/ John W. Beck | |
| John W. Beck, Chief Financial 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 |
Date | |||
| By: |
/s/ BARRY D. QUART* Barry D. Quart, Pharm.D., Chief Executive Officer and Director (Principal Executive Officer) |
February 1, 2012 | ||
| By: |
/s/ JOHN W. BECK John W. Beck, Chief Financial Officer (Principal Financial and Accounting Officer) |
February 1, 2012 | ||
| By: |
/s/ FELIX J. BAKER* Felix J. Baker, Ph.D., Director |
February 1, 2012 | ||
| By: |
/s/ WENDY L. DIXON* Wendy L. Dixon, Ph.D., Director |
February 1, 2012 | ||
| By: |
/s/ HENRY J. FUCHS* Henry J. Fuchs, Director |
February 1, 2012 | ||
| By: |
/s/ CRAIG A. JOHNSON* Craig A. Johnson, Director |
February 1, 2012 | ||
| By: |
/s/ JOHN W. POYHONEN* John W. Poyhonen, Director |
February 1, 2012 | ||
| By: |
/s/ KEVIN C. TANG* Kevin C. Tang, Director |
February 1, 2012 | ||
| * | Pursuant to power of attorney |
By: /s/ John W. Beck
John W. Beck
Attorney-in-fact
INDEX TO EXHIBITS
| Exhibit |
Description of Document | |
| 5.1 | Opinion of Cooley LLP. | |
| 23.1 | Consent of Cooley LLP (included as Exhibit 5.1 to this filing). | |
| 23.2 | Consent of Independent Registered Public Accounting Firm (Stonefield Josephson, Inc.). | |
| 23.3 | Consent of Independent Registered Public Accounting Firm (Marcum LLP). | |
| 24.1 | Power of Attorney. (1) | |
| (1) | Previously filed on the signature page to Registrant’s registration statement on Form S-3 (No. 333-178746), filed with the Securities and Exchange Commission on December 23, 2011. |