S-1MEF

As filed with the U.S. Securities and Exchange Commission on February 4, 2021.

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Lucira Health, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2835   27-2491037
(State or other jurisdiction of
incorporation or organization)
 

(Primary Standard Industrial

Classification Code Number)

  (I.R.S. Employer
Identification Number)

1412 62nd Street

Emeryville, California 94608

(510) 350-8071

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

 

 

Erik T. Engelson

President and Chief Executive Officer

Lucira Health, Inc.

1412 62nd Street

Emeryville, California 94608

(510) 350-8071

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

 

 

Copies to:

 

Josh Seidenfeld

John T. McKenna

Mark B. Weeks

Alexa M. Ekman

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

 

Ilir Mujalovic

Shearman & Sterling LLP

599 Lexington Avenue

New York, New York 10022

(212) 848-4000

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement is declared 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.  ☒ (File No. 333-252164)

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.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Each Class of

Securities to be Registered

  Amount to be
Registered(1)
 

Proposed Maximum
Offering Price

Per Share(2)(3)

 

Proposed Maximum
Aggregate

Offering Price(3)

 

Amount of

Registration Fee(3)

Common Stock, par value $0.001 per share

 

1,365,625

  $17.00   $23,215,625   $2,533

 

 

(1)

Represents only the number of shares being registered pursuant to this Registration Statement, which includes 178,125 shares that the underwriters have the option to purchase, and are in addition to the 8,984,375 shares that were registered pursuant to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252164), which included 1,171,875 shares that the underwriters have the option to purchase.

(2)

Based on the public offering price.

(3)

The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended (the “Securities Act”), based on the proposed maximum aggregate offering price. The Registrant previously registered securities at an aggregate offering price not to exceed $152,734,375 on a Registration Statement on Form S-1, as amended (File No. 333-252164), which was declared effective by the Securities and Exchange Commission on February 4, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $23,215,625 is hereby registered, which includes shares issuable upon the exercise of the underwriters’ option to purchase additional shares.

 

 

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.

 

 

 


EXPLANATORY NOTE AND

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Registration Statement (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) with respect to the registration of additional shares of common stock, par value $0.001 per share (the “Common Stock”), of Lucira Health, Inc. (the “Registrant”), pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). This Registration Statement incorporates by reference the contents of, including all amendments and exhibits thereto, the Registration Statement on Form S-1, as amended (File No.  333-252164) (the “Prior Registration Statement”), which the Commission declared effective on February 4, 2021. This Registration Statement is being filed solely for the purpose of increasing the number of shares to be offered in the public offering by 1,365,625 shares of Common Stock, which includes 178,125 shares of Common Stock that may be sold pursuant to the underwriters’ option to purchase additional shares. The additional shares of Common Stock that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement.

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


EXHIBIT INDEX

 

Exhibit
Number

  

Description of Exhibit

5.1    Opinion of Cooley LLP.
23.1    Consent of BDO USA, LLP, independent registered public accounting firm.
23.2    Consent of Cooley LLP (included in Exhibit 5.1).
24.1    Power of Attorney (included on the signature page of the Registration Statement on Form S-1, as amended (File No. 333-252164), filed with the Commission on January 15, 2021 and incorporated herein by reference).


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 the City of Emeryville, State of California, on February 4, 2021.

 

LUCIRA HEALTH, INC.

By:  

/s/ Erik T. Engelson

  Erik T. Engelson
  President and Chief Executive Officer

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

/s/ Erik T. Engelson

Erik T. Engelson

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

  February 4, 2021

/s/ Daniel George

Daniel George

  

Chief Financial Officer and Treasurer

(Principal Financial and Accounting Officer)

  February 4, 2021

*

Sandra A. Gardiner

   Director   February 4, 2021

*

David Lamond

   Director   February 4, 2021

*

Debkishore Mitra, Ph.D.

   Director   February 4, 2021

*

Erica J. Rogers

   Director   February 4, 2021

*

Lior Susan

   Director   February 4, 2021

*

Steve Tablak

   Director   February 4, 2021

*

Tuff Yen

   Director   February 4, 2021

 

*By:  

/s/ Erik T. Engelson

  Erik T. Engelson
  Attorney-in-Fact
EX-5.1

Exhibit 5.1

 

 

LOGO

Josh Seidenfeld

+1 650 843 5862

jseidenfeld@cooley.com

February 4, 2021

Lucira Health, Inc.

1412 62nd Street

Emeryville, CA 94608

Ladies and Gentlemen:

We have acted as counsel to Lucira Health, 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 pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, covering an underwritten public offering of up to 1,365,625 shares of the Company’s common stock, par value $0.001 (the “Shares”). The Registration Statement incorporates by reference the registration statement on Form S-1 (No. 333-252164), which was declared effective on February 4, 2021 (the “Prior Registration Statement”), including the prospectus which forms a part of the Prior Registration Statement (the “Prospectus”).

In connection with this opinion, we have examined and relied upon (a) the Prior Registration Statement and Prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, as currently in effect as of the date hereof, (c) the form of the Company’s Amended and Restated Certificate of Incorporation, filed as Exhibit 3.2 to the Prior Registration Statement, which is to be in effect immediately following the closing of the offering contemplated by the Prior Registration Statement, and the Company’s Amended and Restated Bylaws, filed as Exhibit 3.4 to the Prior Registration Statement, which are to be in effect immediately prior to the closing of the offering contemplated by the Prior Registration Statement and (d) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

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 a prerequisite 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.

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.

 

Cooley LLP     3175 Hanover Street     Palo Alto, CA     94304-1130

t: (650) 843-5000     f: (650) 849-7400     cooley.com


LOGO

 

Lucira Health, Inc.

February 4, 2021

Page Two

 

Sincerely,

Cooley LLP

 

By:  

/s/ Josh Seidenfeld

  Josh Seidenfeld

 

Cooley LLP     3175 Hanover Street     Palo Alto, CA     94304-1130

t: (650) 843-5000     f: (650) 849-7400     cooley.com

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Lucira Health, Inc.

Emeryville, California

We hereby consent to the use in the Prospectus constituting a part of this Registration Statement of our report dated November 20, 2020, except for the “Reverse Stock Split” paragraph of Note 2, as to which the date is February 1, 2021, relating to the financial statements of Lucira Health, Inc., which is contained in the Registration Statement on Form S-1 (No. 333-252164) incorporated by reference in this Registration Statement. Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also consent to the reference to us under the caption “Experts” in the Registration Statement on Form S-1 (No. 333-252164) incorporated by reference in this Registration Statement.

 

/s/ BDO USA, LLP
San Jose, California
February 4, 2021