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As
filed with the U.S. Securities and Exchange Commission on July 17, 2023.
 
Registration
Statement No. 333-272128
 
 
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
 
Amendment
No. 4 to
 
FORM
S-1
REGISTRATION
STATEMENT
 UNDER
THE
SECURITIES ACT OF 1933
 
ARIDIS
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
 
  
    | Delaware | 
      | 
    2834 | 
      | 
    47-2641188 | 
  
    (State
    or other jurisdiction of  
    incorporation or organization) | 
      | 
    (Primary
    Standard Industrial  
    Classification Code Number) | 
      | 
    (I.R.S.
    Employer  
    Identification Number) | 
  
 
983
University Avenue, Bldg. B
Los
Gatos, California 95032
(408)
385-1742
(Address
and telephone number of registrant’s principal executive offices)
 
Dr.
Vu L. Truong
Chief
Executive Officer
Aridis
Pharmaceuticals, Inc.
983
University Avenue, Bldg. B
Los
Gatos, California 95032
(408)
385-1742
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
 
  
    | Copies
    to: | 
    
  
    Jeffrey
                                            J. Fessler, Esq. 
    Sheppard,
    Mullin, Richter & Hampton LLP 
    30
    Rockefeller Plaza 
    New
    York, New York 10112-0015 
    (212)
    653-8700  | 
      | 
    Robert
    F. Charron, Esq. Ellenoff
                               Grossman & Schole LLP 
                           1345
                           Avenue of the Americas, 11th Fl. New
                                            York, New York 10105 
                                                  (212)
                                            370-1300 
 | 
    
  
 
Approximate
date of commencement of proposed sale to the public:
As
soon as practicable after the effective date of 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, other than securities offered only in connection with dividend or interest reinvestment plans, 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. ☐
 
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 to Section 7(a)(2)(B) of the Securities Act. ☐
 
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.
 
 
    
    
    
 
 This
Amendment No. 4 (this “Amendment”) to the Registration Statement on Form S-1 of Aridis Pharmaceuticals Inc. (File No. 333-272128)
(the “Registration Statement”) is being filed as an exhibit-only filing to file an updated filing fee table herewith as Exhibit
107 (the “Filing Fee Table”). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16
of Part II of the Registration Statement, the signature page to the Registration Statement and the Filing Fee Table filed herewith as
Exhibit 107. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted. 
 
    
     
    
 
 PART
II 
   
 INFORMATION
NOT REQUIRED IN THE PROSPECTUS 
 
Item
16. Exhibits and Financial Statement Schedules
 
(a)
Exhibits
 
  
    | Exhibit
    No.  | 
      | 
    Description | 
  
    | 1.1 | 
      | 
    At-the-Market Sales Agreement dated January 19, 2022 by and between the Registrant and Virtu Americas LLC (filed with the Registrant’s Current Report on Form 8-K on January 19, 2022 and incorporated herein by reference). | 
  
    | 3.1 | 
      | 
    Certificate of Incorporation of the Registrant, as amended (filed with the Registrant’s Amendment No. 2 to its Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on August 8, 2018 and incorporated herein by reference) | 
  
    | 3.2 | 
      | 
    Amended and Restated Certificate of Incorporation of the Registrant (filed with the Registrant’s Amendment No. 1 to its Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on August 6, 2018 and incorporated herein by reference) | 
  
    | 3.3 | 
      | 
    Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Registrant, as amended (filed with the Registrant’s Amendment No. 2 to its Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on August 8, 2018 and incorporated herein by reference) | 
  
    | 3.4 | 
      | 
    Bylaws of the Registrant (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference) | 
  
    | 3.5 | 
      | 
    Certificate of Correction to Amended and Restated Certificate of Incorporation (filed with the Registrant’s Amendment No. 2 to its Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on August 8, 2018 and incorporated herein by reference) | 
  
    | 4.1*** | 
      | 
    Form of Warrant | 
  
    | 4.2*** | 
      | 
    Form of Pre-Funded Warrant | 
  
    | 4.3 | 
      | 
    Form of Secured Promissory Note (incorporated by reference to Exhibit 4.1 filed with Form 8-K on May 1, 2023) | 
  
    |  5.1***  | 
      | 
    Opinion of Sheppard, Mullin, Richter & Hampton LLP | 
  
    | 10.1@ | 
      | 
    Aridis Pharmaceuticals, Inc. 2014 Equity Incentive Plan (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference) | 
  
    | 10.2# | 
      | 
    Exclusive and Non-Exclusive Patent License Agreement between the Registrant and the Public Health Service, dated July 11, 2005 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference) | 
  
    | 10.3# | 
      | 
    License and Option Agreement by and between the Registrant and Brigham Young University, dated July 29, 2005 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)     | 
  
    | 10.4# | 
      | 
    License Agreement by and between the Registrant and The University of Iowa Research Foundation, dated October 22, 2010 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)     | 
  
    | 10.5# | 
      | 
    First Amendment to License Agreement, by and between the Registrant and The University of Iowa Research Foundation, dated January 10, 2017 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference) | 
  
    | 10.6# | 
      | 
    Exclusive Patent License Agreement by and between the Registrant and The Brigham and Women’s Hospital, Inc., dated November 16, 2010 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference) | 
  
    | 10.7# | 
      | 
    First Amendment to Exclusive Patent License Agreement, by and between the Registrant and The Brigham and Women’s Hospital, Inc., dated February 18, 2016 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference) | 
  
    | 10.8# | 
      | 
    Asset Purchase Agreement between the Registrant and Kenta Biotech Ltd., dated May 10, 2013 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference) | 
  
    | 10.9# | 
      | 
    Formulation Development Agreement between the Registrant and PATH Vaccine Solutions, dated June 1, 2007. (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference) | 
  
    | 10.10# | 
      | 
    Agreement between the Registrant and the Cystic Fibrosis Foundation Therapeutics, Inc., dated December 30, 2016. (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)   | 
  
    | 10.11# | 
      | 
    Co-exclusive License Agreement between The University of Chicago and the Registrant, dated June 13, 2017. (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference) | 
 
    
    
    
 
  
    | Exhibit
    No.  | 
      | 
    Description | 
  
    | 10.12# | 
      | 
    License Agreement by and between the Registrant and Emergent Product Development Gaithersburg, Inc., dated January 6, 2010. (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference) | 
  
    | 10.13 | 
      | 
    Joint Venture Contract in respect of Shenzhen Arimab BioPharmaceutical Co., Ltd., by and between Shenzhen Hepalink Pharmaceutical Group Co. and the Registrant, dated February 11, 2018. (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference) | 
  
    | 10.14 | 
      | 
    Technology License and Collaboration Agreement, by and between Shenzhen Arimab BioPharmaceutical Co., Ltd. and the Registrant, dated July 2, 2018. (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference) | 
  
    | 10.15 | 
      | 
    License and Option Agreement, by and between Brigham Young University and the Registrant, dated July 29, 2005 (filed with the Registrant’s Registration Statement on Form S-1 (file no. 333-226232), filed with the SEC on July 18, 2018 and incorporated herein by reference)     | 
  
    | 10.16 | 
      | 
    Amendment to the Joint Venture Contract in respect of Shenzhen Arimab BioPharmaceutical Co., Ltd., by and between Shenzhen Hepalink Pharmaceutical Group Co. and the Company, effective August 6, 2018 (filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference) | 
  
    | 10.17 | 
      | 
    Amended and Restated Technology License and Collaboration Agreement, by and between Shenzhen Arimab BioPharmaceutical Co., Ltd. and the Company, effective August 6, 2018 (filed with the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 and incorporated herein by reference) | 
  
    | 10.18# | 
      | 
    Amendment No. 1 to the Agreement between the Registrant and the Cystic Fibrosis Foundation Therapeutics, Inc., effective November 26, 2018 (filed with the Registrant’s Annual Report on Form 10-K/A on June 12, 2019 and incorporated herein by reference) | 
  
    | 10.19† | 
      | 
    Option Agreement for Exclusive Product and Platform Technology License between Aridis Pharmaceuticals, Inc. and Serum International BV, dated July 16, 2019 (filed with the Registrant’s Current Report on Form 8-K on July 30, 2019 and on Form 8-K/A on August 12, 2019 and incorporated herein by reference) | 
  
    | 10.20 | 
      | 
    Stock Subscription Agreement between Aridis Pharmaceuticals, Inc. and Serum International BV, dated July 19, 2019 (filed with the Registrant’s Current Report on Form 8-K on July 30, 2019 and on Form 8-K/A on August 12, 2019 and incorporated herein by reference) | 
  
    | 10.21† | 
      | 
    License, Development and Commercialization Agreement between Aridis Pharmaceuticals Inc. and Serum AMR Products, entered into as of September 27, 2019 (filed with the Registrant’s Current Report on Form 8-K on October 2, 2019 and incorporated herein by reference) | 
  
    | 10.22 | 
      | 
    Aridis Pharmaceuticals, Inc. 2014 Amended and Restated 2014 Equity Incentive Plan (filed with the Registrant’s Proxy Statement as Appendix A on April 17,2020 and incorporated herein by reference). | 
    | 10.23 | 
      | 
    Promissory Note between the Registrant and Silicon Valley Bank dated May 1, 2020 (filed with the Registrant’s Current Report on Form 8-K on May 5, 2020 and incorporated herein by reference). | 
  
    | 10.24 | 
      | 
    Form of Securities Purchase Agreement, dated October 13, 2020, by and between Aridis Pharmaceuticals, Inc. and the Purchasers (filed with the Registrant’s Current Report on Form 8-K on October 14, 2020 and incorporated herein by reference). | 
  
    | 10.25 | 
      | 
    Form of Series A Warrant (filed with the Registrant’s Current Report on Form 8-K on October 14, 2020 and incorporated herein by reference). | 
  
    | 10.26 | 
      | 
    Form of Series B Warrant (filed with the Registrant’s Current Report on Form 8-K on October 14, 2020 and incorporated herein by reference). | 
  
    | 10.27 | 
      | 
    Office Lease dated October 14, 2020 by and between Aridis Pharmaceuticals, Inc. and Boccardo Corporation (filed with the Registrant’s Current Report on Form 8-K on October 20, 2020 and incorporated herein by reference). | 
  
    | 10.28† | 
      | 
    Exclusive License Agreement dated September 10, 2020 by and between Aridis Pharmaceuticals, Inc. and UAB Research Foundation (filed with the Registrant’s Quarterly Report on Form 10-Q on November 23, 2020 and incorporated herein by reference). | 
  
    | 10.29 | 
      | 
    Form of Securities Purchase Agreement dated March 15, 2021 by and between Aridis Pharmaceuticals, Inc. and the Purchasers (filed with the Registrant’s Current Report on Form 8-K on March 15, 2021 and incorporated herein by reference). | 
  
    | 10.30† | 
      | 
    License Agreement between MedImmune Limited and Aridis Pharmaceuticals, Inc. dated as of July 12, 2021(filed with the Registrant’s Current Report on Form 8-K on July 19, 2021 and incorporated herein by reference). | 
 
    
    
    
 
  
    | Exhibit
    No.  | 
      | 
    Description | 
    |   | 
      | 
      | 
  
    | 10.31 | 
      | 
    Form of Common Stock Purchase Warrant (filed with the Registrant’s Current Report on Form 8-K on August 4, 2021 and incorporated herein by reference). | 
  
    | 10.32 | 
      | 
    Form of Securities Purchase Agreement (filed with the Registrant’s Current Report on Form 8-K on August 4, 2021 and incorporated herein by reference). | 
  
    | 10.33 | 
      | 
    Form of Secured Promissory Note (filed with the Registrant’s Current Report on Form 8-K on November 30 2021 and incorporated herein by reference). | 
  
    | 10.34 | 
      | 
    Note Purchase Agreement dated as of November 23, 2021 (filed with the Registrant’s Current Report on Form 8-K on November 30, 2021 and incorporated herein by reference). | 
  
    | 10.35 | 
      | 
    Security Agreement dated as of November 23, 2021 (filed with the Registrant’s Current Report on Form 8-K on November 30, 2021 and incorporated herein by reference). | 
  
    | 10.36 | 
      | 
    Form of Warrant (filed with the Registrant’s Current Report on Form 8-K on October 5, 2022 and incorporated herein by reference). | 
  
    | 10.37 | 
      | 
    Form of Securities Purchase Agreement (filed with the Registrant’s Current Report on Form 8-K on October 5, 2022 and incorporated herein by reference). | 
  
    | 10.38 | 
      | 
    Form of Securities Purchase Agreement (filed with the Registrant’s Current Report on Form 8-K on December 12, 2022 and incorporated herein by reference). | 
  
    | 10.39*** | 
      | 
    Form of Securities Purchase Agreement | 
  
    | 10.40 | 
      | 
    Form
    of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 filed with Form 8-K on March 15, 2023) | 
  
    | 10.41 | 
      | 
    Form
    of Note Purchase Agreement dated as of April 26, 2023 (incorporated by reference to Exhibit 10.1 filed with Form 8-K on May 1, 2023) | 
  
    | 10.42 | 
      | 
    Form
    of Security Agreement dated as of April 26, 2023 (incorporated by reference to Exhibit 10.2 filed with Form 8-K on May 1, 2023) | 
  
    | 21.1 | 
      | 
    Subsidiaries of the Registrant (filed with the Registrant’s Annual Report on Form 10-K on May 22, 2023 and incorporated herein by reference) | 
  
    |  23.1***
      | 
      | 
    Consent of Mayer Hoffman McCann P.C. | 
  
    |  23.2***  | 
      | 
    Consent of Baker Tilly US, LLP | 
  
    |  23.3***  | 
      | 
    Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) | 
  
    | 24.1*** | 
      | 
    Power of Attorney (included on signature page) | 
  
    | 107* | 
      | 
    Filing Fee Table | 
  
 
  
    | * | 
    Filed
    herewith | 
  
    |   | 
      | 
  
    | *** | 
    Previously filed | 
  
    |   | 
      | 
  
    | # | 
    Confidential
    treatment has been granted for portions omitted from this exhibit (indicated by asterisks) and those portions have been separately
    filed with the Securities and Exchange Commission. | 
  
    |   | 
      | 
  
    | † | 
    Pursuant
    to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of making such portions
    with an asterisk because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly
    disclosed. | 
  
 
    
    
    
 
Item
17. Undertakings
 
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, 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 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.
 
The
undersigned registrant hereby undertakes that:
 
(1)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
 
(2)
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3)
To provide to the underwriters at the closing specified in the Underwriting Agreement, certificates in such denominations and
registered in such names as required by the underwriters to permit prompt delivery to each purchaser.
 
    
    
    
 
SIGNATURES
 
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1
to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Los Gatos, State of California, on the 17th
day of July 2023.
 
  
    |   | 
    ARIDIS
    PHARMACEUTICALS, INC. | 
  
    |   | 
      | 
                                    | 
  
    |   | 
    By: | 
    /s/
    Vu Truong | 
  
    |   | 
      | 
    Vu
    Truong | 
  
    |   | 
      | 
    Chief
    Executive Officer, Chief Scientific Officer and Director | 
  
 
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 | 
      | 
    Title | 
      | 
    Date | 
  
    |   | 
      | 
      | 
      | 
      | 
  
    | * | 
      | 
    Executive
    Chairman and Director | 
      | 
    July
    17, 2023 | 
  
    | Eric
    Patzer | 
      | 
      | 
      | 
      | 
  
    |   | 
      | 
      | 
      | 
      | 
  
    | /s/
    Vu Truong | 
      | 
    Chief
    Executive Officer, Chief Scientific Officer  | 
      | 
    July
    17, 2023 | 
  
    | Vu
    Truong | 
      | 
    and Director (Principal Executive Officer) | 
      | 
      | 
  
    |   | 
      | 
      | 
      | 
      | 
  
    | * | 
      | 
    Chief
    Financial Officer (Principal Financial Officer  | 
      | 
    July
    17, 2023 | 
  
    | Fred
    Kurland | 
      | 
    and Principal Accounting Officer) | 
      | 
      | 
  
    |   | 
      | 
      | 
      | 
      | 
  
    | * | 
      | 
    Director | 
      | 
    July
    17, 2023 | 
  
    | John
    Hamilton | 
      | 
      | 
      | 
      | 
  
    |   | 
      | 
      | 
      | 
      | 
  
    | * | 
      | 
    Director | 
      | 
    July
    17, 2023 | 
  
    | Susan
    Windham-Bannister | 
      | 
      | 
      | 
      | 
  
 
  
    | *
    By:  | 
    /s/
    Vu Truong | 
      | 
  
    |   | 
    Vu
    Truong | 
      | 
  
    |   | 
    Attorney-in-Fact | 
      |