Applied Therapeutics, Inc. — Regulatory Filings 2019

Dec 19, 2019

S-1/A 1 a2240349zs-1a.htm S-1/A QuickLinks -- Click here to rapidly navigate through this document

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Registration No. 333-235504

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Amendment No. 1 to

FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933

Applied Therapeutics, Inc. (Exact name of Registrant as specified in its charter)

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Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary Standard Industrial Classification Code Number) 81-3405262 (I.R.S. Employer Identification No.)

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545 5 th Avenue, Suite 1400 New York, NY 10017 (212) 220 - 9226 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Shoshana Shendelman, Ph.D. President and Chief Executive Officer 545 5 th Avenue, Suite 1400 New York, NY 10017 (212) 220 - 9226 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Andrea L. Nicolas Michael J. Schwartz Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, NY 10036 (212) 735-3000

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, check the following box. ý

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. o

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, 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.

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Large accelerated filer o Accelerated filer o Non-accelerated filer ý Smaller reporting company ý Emerging growth company ý

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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. ý

CALCULATION OF REGISTRATION FEE

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Title of Each Class of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee(3)
Common stock, $0.0001 par value per share	1,380,344	$27,870,853.02	$3,617.90

end of user-specified TAGGED TABLE (1) Pursuant to Rule 416(a), this registration statement also covers any additional securities that may be offered or issued in connection with any stock split, stock dividend or similar transaction. (2) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended (the "Securities Act"), using the average of the high and low prices of the Registrant's common stock as reported on The Nasdaq Global Market on December 12, 2019, which was approximately $20.1927 per share. (3) The Registrant previously paid this amount in connection with a prior filing of the registration statement.

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 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a) may determine.

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EXPLANATORY NOTE

Applied Therapeutics, Inc., the registrant whose name appears on the cover of this registration statement, is filing this Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-235504), or the Registration Statement, to file Exhibit 5.1 and restate the list of exhibits set forth in Item 16 of Part II of the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibit. The prospectus is unchanged and has been omitted.

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PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses payable by the registrant in connection with the sale of our common stock being registered. All amounts are estimates except for the Securities and Exchange Commission, or SEC, registration fee, the Financial Industry Regulatory Authority, or FINRA, filing fee and The Nasdaq Global Select Market, or Nasdaq, listing fee.

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Item — SEC registration fee		Amount — $	3,618
FINRA filing fee			0
Nasdaq listing fee			0
Printing expenses			75,000
Legal fees and expenses			50,000
Accounting fees and expenses			30,000
Transfer agent fees and expenses			0
Miscellaneous expenses			10,000
​	​	​	​	​
Total		$	168,618
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Item 14. Indemnification of Directors and Officers.

As permitted by Section 102 of the Delaware General Corporation Law, we have adopted provisions in our amended and restated certificate of incorporation and bylaws that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:

These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our amended and restated certificate of incorporation also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.

As permitted by Section 145 of the Delaware General Corporation Law, our amended and restated bylaws provide that:

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Our amended and restated certificate of incorporation and our amended and restated bylaws provide for the indemnification provisions described above and elsewhere herein. We have entered or will enter into, and intend to continue to enter into, separate indemnification agreements with our directors and officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements generally require us, among other things, to indemnify our officers and directors against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also generally require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.

The Registrant has purchased and currently intends to maintain insurance on behalf of each and every person who is or was a director or officer of the Registrant against any loss arising from any claim asserted against him or her and incurred by him or her in any such capacity, subject to certain exclusions.

Item 15. Recent Sales of Unregistered Securities.

The following list sets forth information as to all securities we have sold since January 20, 2016 (date of inception) up to the date of the prospectus that is a part of this registration statement:

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The offers, sales and issuances of the securities described in paragraph (1) were deemed to be exempt from registration under the Securities Act in reliance on Rule 701 in that the transactions were under compensatory benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of such securities were employees, directors or bona fide consultants of the Registrant and received the securities under the 2016 Plan. Appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions had adequate access, through employment, business or other relationships, to information about the Registrant.

The offers, sales and issuances of the securities described in paragraphs (2) through (9) above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act and Rule 506 promulgated under Regulation D as transactions by an issuer not involving a public offering. The recipients of securities in each of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the securities issued in these transactions. Each of the recipients of securities in these transactions was an accredited investor within the meaning of Rule 501 of Regulation D under the Securities Act and had adequate access, through employment, business or other relationships, to information about the Registrant. No underwriters were involved in these transactions.

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Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

The exhibits listed below are filed as part of this registration statement.

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			Incorporated by Reference
Exhibit Number
		Description	Form	File No.	Exhibit	Filing Date
3.1	+	Amended and Restated Certificate of Incorporation of the Registrant, as amended.	10-Q	001-38898	3.1	August 12, 2019
3.2	+	Amended and Restated Bylaws of the Registrant.	10-Q	001-38898	3.2	August 12, 2019
4.1	+	Registration Rights Agreement, dated November 7, 2019, by and among the Company and the Purchasers.	8-K	001-38898	10.2	November 12, 2019
4.2	+	Form of Common Stock Certificate of the Registrant.	10-Q	001-38898	4.2	August 12, 2019
4.3	+	Amended and Restated Investors' Rights Agreement, by and among the Registrant and certain of its stockholders, dated
November 5, 2018.	S-1/A	333-230838	4.2	April 29, 2019
4.4	+	Form of Warrant, issued to affiliates of Brookline Capital Markets, a division of CIM Securities, LLC, on March 13,
2017.	S-1/A	333-230838	4.3	April 29, 2019
4.5	+	Form of Warrant, issued to affiliates of Brookline Capital Markets, a division of CIM Securities, LLC, on
November 5, 2018.	S-1/A	333-230838	4.4	April 29, 2019
4.6	+	Form of Warrant, issued to affiliates of Brookline Capital Markets, a division of CIM Securities, LLC, on April 9,
2019.	S-1/A	333-230838	4.5	April 29, 2019
5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.	—	—	—	—
10.1	*+	Form of Indemnity Agreement by and between the Company and its directors and executive officers.	S-1/A	333-230838	10.1	April 29, 2019
10.2	*+	2019 Equity Incentive Plan.	S-1/A	333-230838	10.2	April 29, 2019
10.3	*+	Forms of Option Grant Notice and Option Agreement under 2019 Equity Incentive Plan.	S-1/A	333-230838	10.3	April 29, 2019
10.4	*+	Form of Restricted Stock Unit Grant Notice and Unit Award Agreement under 2019 Equity Incentive Plan.	S-1/A	333-230838	10.4	April 29, 2019
10.5	*+	2016 Equity Incentive Plan, as amended.	S-1/A	333-230838	10.5	April 29, 2019
10.6	*+	Forms of Stock Option Agreement under the 2016 Equity Incentive Plan, as amended.	S-1/A	333-230838	10.6	April 29, 2019
10.7	*+	2019 Employee Stock Purchase Plan.	S-1/A	333-230838	10.7	April 29, 2019
10.8	†+	Exclusive License Agreement by and between the Registrant and The Trustees of Columbia University in the City of New York,
dated October 26, 2016.	S-1/A	333-230838	10.11	April 29, 2019
10.9	*+	Employment Agreement, by and between the Company Riccardo Perfetti, dated August 28, 2019.	10-Q	001-38898	10.1	November 13, 2019
10.10	*+	Employment Agreement by and between the Company and Mark Vignola, dated August 29, 2019.	10-Q	001-38898	10.2	November 13, 2019

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			Incorporated by Reference
Exhibit Number
		Description	Form	File No.	Exhibit	Filing Date
10.11	*+	Separation Agreement, by and between the Company and Les Funtleyder, dated May 28, 2019.	10-Q	001-38898	10.7	August 12, 2019
23.1	+	Consent of Independent Registered Public Accounting Firm.	—	—	—	—
23.2		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).	—	—	—	—
24.1	+	Power of Attorney (included on signature page).	—	—	—	—
101.INS		XBRL Instance Document	—	—	—	—
101.SCH		XBRL Taxonomy Extension Schema	—	—	—	—
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document	—	—	—	—
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document	—	—	—	—
101.LAB		XBRL Taxonomy Extension Label Linkbase Document	—	—	—	—
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document	—	—	—	—

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• Indicates a management contract or compensatory plan. † Portions of this exhibit (indicated by asterisks) have been omitted. + Previously filed.

(b) Financial Statement Schedules.

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto.

Item 17. Undertakings.

The undersigned hereby undertakes:

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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons, the registrant has been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling otherwise precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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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 New York, New York, on December 19, 2019.

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APPLIED THERAPEUTICS, INC.
By:	/s/ SHOSHANA SHENDELMAN Shoshana Shendelman President and Chief Executive Officer

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POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Shoshana Shendelman and Mark J. Vignola, and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting alone with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-1 to be filed in connection with the offering of securities of Applied Therapeutics, Inc., and any and all amendments (including post-effective amendments) to this registration statement, and any subsequent registration statement filed pursuant to Rule 462 under the Securities Act of 1933, as amended, and to file the same with exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitutes, each acting alone, may lawfully do or cause to be done by virtue thereof.

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and as of the dates indicated.

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Name	Title	Date
/s/ SHOSHANA SHENDELMAN Shoshana Shendelman, Ph.D.	President and Chief Executive Officer (Principal Executive Officer)	December 19, 2019
* Mark J. Vignola, Ph.D.	Chief Financial Officer (Principal Financial and Accounting Officer)	December 19, 2019
* Les Funtleyder	Director	December 19, 2019
* Teena Lerner, Ph.D.	Director	December 19, 2019

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Name		Date
* Stacy Kanter	Director	December 19, 2019
* Joel S. Marcus	Director	December 19, 2019
* Jay S. Skyler, M.D., MACP	Director	December 19, 2019
*By	/s/ SHOSHANA SHENDELMAN Shoshana Shendelman As Attorney-in-Fact

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TOC_BEGIN EXPLANATORY NOTE TOC_BEGIN PART II INFORMATION NOT REQUIRED IN PROSPECTUS

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