As filed with the Securities and Exchange Commission on November 14, 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

 

 

Acrivon Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		2834		82-5125532
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

480 Arsenal Way, Suite 100

Watertown, Massachusetts 02472

(617) 207-8979

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

 

 

Peter Blume-Jensen, M.D., Ph.D.

Chief Executive Officer and President

Acrivon Therapeutics, Inc.

480 Arsenal Way, Suite 100

Watertown, Massachusetts 02472

(617) 207-8979

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

 

 

Copies to:

 

Ryan Sansom Mark Ballantyne Divakar Gupta Katherine Denby Cooley LLP 55 Hudson Yards New York, New York 10001 (212) 479-6000		Edwin O’Connor William A. Magioncalda Goodwin Procter LLP 620 Eighth Avenue New York, New York 10018 (212) 813-8800

 

 

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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ (333-267911)

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.  ☐

 

 

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 Acrivon Therapeutics, Inc. (the “Registrant”) by 1,897,500 shares, 247,500 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. 333-267911), 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 November 9, 2022, 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 PricewaterhouseCoopers LLP, independent registered public accounting firm.
23.2		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. 333-267911), originally filed with the Securities and Exchange Commission on October 17, 2022 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 the City of Watertown, Commonwealth of Massachusetts on November 14, 2022.

 

POWER OF ATTORNEY

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Peter Blume-Jensen		Chief Executive Officer, President and Chairman of the Board (Principal Executive Officer)
Peter Blume-Jensen, M.D., Ph.D.				November 14, 2022
/s/ Rasmus Holm-Jorgensen		Chief Financial Officer (Principal Financial and Accounting Officer)
Rasmus Holm-Jorgensen				November 14, 2022
*
Derek DiRocco, Ph.D.		Director		November 14, 2022
*		Executive Vice President, Business Operations, Director
Kristina Masson, Ph.D.				November 14, 2022
*
Sharon Shacham, Ph.D., M.B.A.		Director		November 14, 2022
*
Michael Tomsicek, M.B.A.		Director		November 14, 2022

 

*By:		/s/ Peter Blume-Jensen
		Peter Blume-Jensen, M.D., Ph.D.
		Attorney-in-fact