Form S-1MEF Electra Therapeutics,

September 17, 2026 7:06 PM EDT

As filed with the Securities and Exchange Commission on September 17, 2026.

Registration No. 333-    

 

 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Electra Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2836   83-2193635
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (I.R.S. Employer
Identification No.)

230 E Grand Avenue

Suite S-100

South San Francisco, California 94080

(888) 743-2290

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

 

 

Quehuong (Kathy) Dong, Pharm.D., M.B.A.

President and Chief Executive Officer

230 E Grand Avenue

Suite S-100

South San Francisco, California 94080

(888) 743-2290

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

 

 

Copies to:

 

Charles J. Bair

Charles S. Kim

Sara Semnani

Dylan Kornbluth

Cooley LLP

10265 Science Center Drive

San Diego, California 92121

(858) 550-6000

 

Chris Clark, C.F.A.

Chief Financial Officer

Electra Therapeutics, Inc.

230 E Grand Avenue

Suite S-100

South San Francisco, California 94080

(888) 743-2290

 

Matthew T. Bush

Latham & Watkins LLP

12670 High Bluff Drive

San Diego, California 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, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-298617)

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”), by Electra Therapeutics, Inc. (the “Registrant”), for the sole purpose of increasing the aggregate number of shares of common stock offered and registered by the Earlier Registration Statement (as defined below) by 1,916,667 shares, 250,000 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. 333-298617), 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 September 17, 2026, 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.

  

Description

  5.1    Opinion of Cooley LLP.
 23.1    Consent of 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. 333-298617), originally filed with the Commission on August 28, 2026 and incorporated by reference herein.

 

2


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 South San Francisco, California on September 17, 2026.

 

ELECTRA THERAPEUTICS, INC.

By:   /s/ Quehuong (Kathy) Dong, Pharm.D., M.B.A.
 

Quehuong (Kathy) Dong, Pharm.D., M.B.A.

 

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/ Quehuong (Kathy) Dong, Pharm.D., M.B.A.

Quehuong (Kathy) Dong, Pharm.D., M.B.A.

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

  September 17, 2026

/s/ Chris Clark, C.F.A.

Chris Clark, C.F.A.

  

Chief Financial Officer

(Principal Financial Officer)

  September 17, 2026

/s/ David J. Tucker

David J. Tucker

  

Senior Vice President, Finance

(Principal Accounting Officer)

  September 17, 2026

*

Nancy Stagliano, Ph.D.

   Chairperson   September 17, 2026

*

Matthew Fust, M.B.A.

   Director   September 17, 2026

*

Carl L. Gordon, Ph.D., C.F.A.

   Director   September 17, 2026

 

*By:   /s/ Quehuong (Kathy) Dong, Pharm.D., M.B.A.
 

Quehuong (Kathy) Dong, Pharm.D., M.B.A.

 

Attorney-in-Fact

 

3

ATTACHMENTS / EXHIBITS

EX-5.1

EX-23.1

EX-FILING FEES

IDEA: R1.htm

IDEA: R2.htm

IDEA: R3.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: d381165dexfilingfees_htm.xml



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