As filed with the Securities and Exchange Commission on July 18, 2024.

Registration No. 333-  

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Artiva Biotherapeutics, Inc.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   2836   83-3614316
(State or other jurisdiction of
incorporation or organization)		   (Primary Standard Industrial
Classification Code Number)		   (I.R.S. Employer
Identification No.)

5505 Morehouse Drive, Suite 100

San Diego, CA 92121

(858) 267-4467

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

 

 

Fred Aslan

Chief Executive Officer

President and Chief Executive Officer

Artiva Biotherapeutics, Inc.

5505 Morehouse Drive, Suite 100

San Diego, CA 92121

(858) 267-4467

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

 

 

Copies to:

Carlos Ramirez

Charles S. Kim

Cooley LLP

10265 Science Center Drive

San Diego, CA 92121

(858) 550-6000

  

Matthew T. Bush

Cheston Larson

Anthony Gostanian

Latham & Watkins LLP

12670 High Bluff Drive

San Diego, CA 92130

(858) 523-5400

 

 

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement becomes 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-280568

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, 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   ☒    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. ☐

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 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 Artiva Biotherapeutics, Inc. (the “Registrant”) by 6,003,000 shares, 783,000 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. 333-280568), including all exhibits thereto (the “Earlier Registration Statement”), 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 July 18, 2024, are incorporated by reference into this Registration Statement. The additional shares of common stock that are being registered for issuance and sale pursuant to this Registration Statement are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 of the Earlier Registration Statement.

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

EXHIBIT INDEX

 

Exhibit

No.

   

Exhibit Index

5.1    Opinion of Cooley LLP.
23.1    Consent of Independent Registered Public Accounting Firm.
23.4    Consent of Cooley LLP (included in Exhibit 5.1).
24.1*    Power of Attorney.
107    Filing Fee Table.

 

*

Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-280568), originally filed with the Securities and Exchange Commission on June 28, 2024 and incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, California on July 18, 2024.

 

ARTIVA BIOTHERAPEUTICS, INC.
By:  

/s/ Fred Aslan, M.D.

  Fred Aslan, M.D.
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities held on the dates indicated.

 

Signature

   

Title

   

Date

/s/ Fred Aslan, M.D.

Fred Aslan, M.D.

   

President, Chief Executive Officer and

Director

(Principal Executive Officer)

    July 18, 2024

/s/ Neha Krishnamohan

Neha Krishnamohan

   

Chief Financial Officer and EVP, Corporate Development

(Principal Financial and Accounting Officer)

    July 18, 2024

*

Brian Daniels, M.D.

    Chairperson of the Board of Directors    July 18, 2024

*

Laura Bessen, M.D.

    Director    July 18, 2024

*

Elizabeth Hougen

    Director    July 18, 2024

*

Yong-Jun Huh

    Director    July 18, 2024

*

Diego Miralles, M.D.

    Director    July 18, 2024

*

Laura Stoppel, Ph.D.

    Director    July 18, 2024

 

*By:  

/s/ Fred Aslan, M.D.

  Fred Aslan, M.D.
  Attorney-in-Fact

Exhibit 5.1

 

LOGO

Carlos Ramirez

T: (858) 550-6157

cramirez@cooley.com

July 18, 2024

Artiva Biotherapeutics, Inc.

5505 Morehouse Drive, Suite 100

San Diego, California 92121

Ladies and Gentlemen:

We have acted as counsel to Artiva Biotherapeutics, 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 (the “Commission”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), covering an underwritten public offering of up to 6,003,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share. The Registration Statement incorporates by reference the registration statement on Form S-1 (No. 333-280568), which was declared effective on the date hereof (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 certificate of incorporation and bylaws, each as currently in effect, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, filed as Exhibits 3.2 and 3.4 to the Prior Registration Statement, respectively, each of which is to be in effect in connection with the closing of the offering contemplated by the Prior Registration Statement, and (d) such other records, documents, opinions, certificates, memoranda and 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 certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where 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 Prior Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

t: +1 858 550-6000 f: +1 858 550 6420 cooley.com

LOGO

Artiva Biotherapeutics, Inc.

July 18, 2024

Page Two

 

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof and we have no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

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. In giving such consents, we do not thereby 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 of the Commission thereunder.

 

Sincerely,
Cooley LLP
By:  

/s/ Carlos Ramirez

  Carlos Ramirez

 

Cooley LLP 10265 Science Center Drive San Diego, CA 92121-1117

t: +1 858 550-6000 f: +1 858 550 6420 cooley.com

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated May 3, 2024, except for the third paragraph of Note 13, as to which the date is July 15, 2024, with respect to the financial statements of Artiva Biotherapeutics, Inc., incorporated herein by reference, and to the reference to our firm under the heading “Experts” in the prospectus.

 

/s/ KPMG LLP

San Diego, California

July 18, 2024

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Artiva Biotherapeutics, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

 

                 
     Security
Type		  

Security

Class

Title

  

Fee
Calculation

Rule

   Amount
Registered		   Proposed
Maximum
Offering 
Price Per
Share		   Maximum
Aggregate 
Offering Price(1)		  

Fee

Rate

  

Amount of

 Registration 

Fee(2)

                 
Fees to Be Paid   Equity   Common Stock, $0.0001 par value per share   Rule 457(o)  

—

  

—

  

$192,096,000

   0.00014760  

$28,354

           
    Total Offering Amounts    

$192,096,000

    

$28,354

           
    Total Fees Previously Paid        

$23,628

           
    Total Fee Offsets        

—

           
    Net Fee Due               $4,726
(1)

The registrant previously registered securities on the Registration Statement on Form S-1 (File No. 333-280568) having a proposed maximum aggregate offering price of $160,080,000, which was declared effective by the Securities and Exchange Commission on July 18, 2024. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $32,016,000 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

(2)

The registration fee is calculated in accordance with Rule 457(o) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price.