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ARIDIS PHARMACEUTICALS, INC.

Date Filed : Dec 07, 2022

S-11forms-1.htm

 

Asfiled with the U.S. Securities and Exchange Commission on December 7, 2022.

 

RegistrationStatement No. 333-

 

 

 

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

 

FORMS-1

REGISTRATIONSTATEMENT

UNDER

THESECURITIES ACT OF 1933

 

ARIDISPHARMACEUTICALS, INC.

(Exactname of registrant as specified in its charter)

 

Delaware   2834  47-2641188
(Stateor other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S.Employer
Identification Number)

 

983University Avenue, Bldg. B

LosGatos, California 95032

(408)385-1742

(Addressand telephone number of registrant’s principal executive offices)

 

Dr.Vu L. Truong

ChiefExecutive Officer

AridisPharmaceuticals, Inc.

983University Avenue, Bldg. B

LosGatos, 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

 

Approximatedate of commencement of proposed sale to the public:

Assoon as practicable after the effective date of this registration statement becomes effective.

 

Ifany of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under theSecurities Act of 1933 check the following box: ☐

 

Ifthis Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering. ☐

 

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Ifthis Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicateby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, 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 ☒

 

Ifan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

 

Theregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such dateas the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 

 

 

Theinformation in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registrationstatement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securitiesand we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

Subjectto completion, dated December 7, 2022

 

PreliminaryProspectus

 

7,207,208Shares

CommonStock

 

 

 

ArdisPharmaceuticals, Inc.

 

 

 

Thisprospectus relates to the resale by a certain selling stockholder of Aridis Pharmaceuticals, Inc. (“Aridis,” the “Company,”“we,” “our,” or “us”) identified in this prospectus of up to 7,207,208 shares (the “ResaleShares”) of common stock, par value $0.0001 per share, issuable upon the exercise of outstanding warrants acquired by the sellingstockholder pursuant a securities purchase agreement (the “Purchase Agreement”) dated October 5, 2022. All of the ResaleShares were purchased from the Company in a private placement transaction and are being offered for resale by the selling stockholderonly.

 

TheResale Shares may be sold by the selling stockholder to or through undewriters or dealers, directly to purchasers or through agents designatedfrom time to time. For additional information regarding the methods of sale you should refer to the section entitled “Plan of Distribution”in this prospectus.

 

Theprices at which the selling stockholder may sell the Resale Shares will be determined by the prevailing market price for shares of theCompany’s common stock or in privately negotiated transactions. We will not receive any proceeds from the sale of the Resale Sharesby the selling stockholder; provided, however, we will receive the proceeds from any cash exercise of warrants.

 

Ourcommon stock is listed on the Nasdaq Capital Market under the ticker symbol “ARDS”. On December 6, 2022, the last reportedclosing price of our common stock on the Nasdaq Capital Market was $0.91.

 

Weare an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act,and, as such, have elected to comply with certain reduced public company reporting requirements.

 

Investingin our common stock involves a high degree of risk. See “Risk Factors” beginning on page 7 ofthis prospectus for a discussion of information that should be considered in connection with an investment in our common stock..

 

Neitherthe Securities and Exchange Commission, nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

Thedate of this prospectus is                    , 2022

 

 

 

 

TABLEOF CONTENTS

 

  Page
Prospectus Summary 1
Risk Factors 7
Cautionary Note Concerning Forward-Looking Statements 8
Use of Proceeds 9
Dividend Policy 10
Selling Stockholder 11
Plan of Distribution 12
Legal Matters 13
Experts 13
Where You Can Find More Information 13
Incorporation of Certain Information by Reference 13

 

Youshould rely only on the information contained in this prospectus. We have not authorized anyone to provide any information or to makeany representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us orto which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other informationthat others may give to you. The information contained in this prospectus is accurate only as of the date of this prospectus, regardlessof the time of delivery of this prospectus or any sale of our common stock.

 

Youshould rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give informationthat is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securitiesin any jurisdiction where the offer or sale is not permitted. The information in this prospectus is accurate only as of the date of thisprospectus, regardless of the time of delivery of this prospectus or of any sale of these securities.

 

 

 

 

 

PROSPECTUSSUMMARY

 

Thefollowing information is a summary of the prospectus and does not contain all of the information you should consider before investingin our common stock. You should read the entire prospectus carefully, including the matters set forth under “Risk Factors,”“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our consolidated financialstatements and the notes relating to the consolidated financial statements, included elsewhere in this prospectus. Unless the contextrequires otherwise, references to “Aridis,” “Company,” “we,” “us” or “our”refer to Aridis Pharmaceuticals, Inc., a Delaware corporation and its subsidiaries.

 

Overview

 

Weare a late-stage biopharmaceutical company focused on the discovery and development of targeted immunotherapy using fully human monoclonalantibodies, or mAbs, to treat life-threatening infections. mAbs represent a fundamentally new treatment approach in the infectious diseasemarket and are designed to overcome key issues associated with current therapies, including drug resistance, short duration of response,tolerability, negative impact on the human microbiome, and lack of differentiation between treatment alternatives. Our proprietary productpipeline is comprised of fully human mAbs targeting specific pathogens associated with life-threatening bacterial and viral infections,primarily hospital-acquired pneumonia, or HAP, ventilator-associated pneumonia, or VAP, cycstic fibrosis and COVID-19. Our clinical stageproduct candidates have exhibited promising preclinical data and clinical data. Our lead product candidate, AR-301, targets the alphatoxin produced by gram-positive bacteria Staphylococcus aureus, or S. aureus, a common pathogen associated with HAP andVAP. Current clinical development activities are focused on AR-301, AR-320, and AR-501.

 

Themajority of candidates from our product pipeline are derived by employing our differentiated antibody discovery platform called MabIgXTMand λPEXTM. This platform is designed to comprehensively screen the B-cell repertoire and isolate human antibody-producingB-cells from individuals who have either successfully overcome an infection by a particular pathogen or have been vaccinated againsta particular pathogen. We believe that B-cells from these patients are the ideal source of highly protective and efficacious mAbs whichcan been administered safely to other patients. λPEXTM complements and further extends the capabilities of MabIgX to quicklyscreen large number of antibody producing B-cells from patients and generation of high mAb producing mammalian production cell line ata speed not previously attainable. As a result, we can significantly reduce time for antibody discovery and manufacturing compared toconventional approaches.

 

Ourinitial clinical indication is for AR-301 for adjunctive therapeutic treatment with standard of care, or SOC, antibiotics for HAP andVAP. AR-320 is being developed as a pre-emptive treatment of mortality and morbidity associated with HAP and VAP in the intensive careunits, or ICUs, remain high despite aggressive treatment with SOC antibiotics. Current SOC antibiotics used to treat HAP and VAP typicallyinvolve a combination of several broad spectrum antibiotics that are prescribed empirically at the start of treatment. The specific empiricalantibiotic regimens that are prescribed vary widely among physicians, and generally results in modest clinical benefits due to a numberof reasons, including the frequent mismatch of the antibiotics regimen to the etiologic agent and/or infection by an antibiotic resistantstrain. Recently, rapid diagnostic tests have been introduced that allow the identification of infection-causing agents within hours.These increasingly common tests allow physicians to prescribe a more appropriate antibiotics regimen, and eventually targeted anti-infectivessuch as AR-301, and AR-320 earlier in the course of infection. This evidenced-based treatment approach is designed to remove issues associatedwith empirical broad-spectrum antibiotics such as inappropriate antibiotic selection and promotion of antibiotic resistance. In contrastto the lack of differentiation among SOC antibiotics, mAbs are highly differentiated from SOC antibiotics in mechanism of action, pharmacokineticand pharmacodynamic profile, and thus are well suited to complement antibiotics hen used together. As an adjunctive treatment, AR-301has the potential to improve the effectiveness of SOC antibiotics and cover antibiotic resistant S. aureus strains, while notcompeting directly with antibiotics. To emphasize the benefits of our product candidates as an adjunctive therapy, we design clinicaltrials based on superiority endpoints.

 

InJuly 2021, we announced an in-licensing agreement with MedImmune Limited, a wholly owned subsidiary of AstraZeneca, for the worldwidecommercial rights of suvratoxumab, which is a half-life extended human IgG1 monoclonal antibody that also targets the alpha toxin producedby S. aureus. Suvratoxumab is a fully human, IgG1 monoclonal antibody targeting S. aureus alpha toxin. This product isgiven the product code ‘AR-320’. As with AR-301, AR-320’s mode of action is independent of the antibiotic resistanceprofile of S. aureus, and it is active against infections caused by both MRSA and MSSA. Suvratoxumab and AR-301 are complementaryproducts. Suvratoxumab’s focus on preventive treatment of S. aureus pneumonia complements Aridis’ AR-301 Phase 3 mAbprogram which is being developed as a therapeutic treatment of S. aureus pneumonia. We believe that AR-320 will be first-linetreatment, first to market, first-in-class pre-emptive treatment of S. aureus colonized patients. The same first-line, first to marketand first-in-class strategy applies to the acute treatment with the monoclonal antibody AR-301, which we believe makes us a global leaderin this space.

 

 

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AR-320is being developed for pre-emptive treatment of high-risk patients <65 years old for prevention of nosocomial pneumonia caused byS. aureus, which is associated with significant morbidity and mortality despite current standard of care, including antibioticsand infection control practices like ventilator-associated pneumonia (VAP) bundles. Currently, there are no treatments available forprevention or early preemptive management of patients at high-risk of developing S. aureus pneumonia. Suvratoxumab has the potentialto address this unmet medical need by reducing the incidence of S. aureus pneumonia in patients at high-risk of developing thedisease, e.g., mechanically ventilated patients in the ICU who are colonized with S. aureus in their respiratory tract.

 

HAPand VAP pose serious challenges in the hospital setting, as SOC antibiotics are becoming inadequate in treating infected patients. Thereare approximately 3,000,000 cases of pneumonia reported in the U.S. per year. Of these, approximately 628,000 are cases of HAP and VAPcaused by gram negative bacteria and MRSA (DRG, 2016). These patients are typically at high risk of mortality, which is compounded byother life-threatening co-morbidities and the rise in antibiotic resistance. Epidemiology studies estimate that the probability of deathattributed to S. aureus ranges from 29% to 55%. In addition, pneumonia infections can prolong patient stays in ICUs and the useof mechanical ventilation, creating a major economic burden on patients, hospital systems and payors. For example, ICU cost of care fora ventilated pneumonia patient is approximately $10,000 per day in the U.S., and the duration of ICU stays are typically twice that ofa non-ventilated patient (Infection Control and Hospital Epidemiology. 2010, vol. 31, pp. 509-515). The average cost of care per pneumoniapatient is approximately $41,250 which increases 86% for HAP/VAP patients to approximately $76,730. We estimate that our three clinicalmAb candidates have an addressable market of $25 billion and the potential to address approximately 325,000 HAP and VAP patients in theU.S.

 

Ourproprietary pipeline is primarily focused on severe lung infections and is comprised of six wholly-owned product candidates which arehighlighted below.

 

Figure1

 

OurProduct Pipeline

 

 

 

  AR-301 is a fully human immunoglobulin 1, or IgG1, mAb targeting the gram-positive bacteria S. aureus alphatoxin. We are developing AR-301 initially as an adjunctive immunotherapy in combination with SOC antibiotics to treat acute pneumonia caused by S. aureus infection. We filed an Investigational New Drug Application, or IND for AR-301 in June 2015. We completed a randomized, double-blind, placebo-controlled Phase 2a trial in 48 HAP and VAP patients. The trial met its primary endpoint of tolerability. AR-301 was generally well tolerated with no serious adverse events, or SAEs, related to the product candidate, and its pharmacokinetic properties were consistent with that of human IgG1. In addition, the trial showed trends towards benefit in various patient benefits related endpoints, including improvements in time on ventilator for VAP patients, microbiological eradication rate, time to microbiological eradication, and overall ICU and hospital stays for AR-301 plus SOC antibiotics compared to antibiotics alone. We expect to report top-line data from the ongoing Phase 3 pivotal trial in VAP patients in December, 2022. AR-301 has been granted Fast-Track designation by the FDA, orphan drug designation in the EU, and has filed for orphan drug designation in the U.S.

 

 

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  AR-320 is a fully human, IgG1 monoclonal antibody targeting S. aureus alpha toxin. AR-320 is active against infections caused by both MRSA and MSSA. Suvratoxumab’s focus on preventive treatment of S. aureus pneumonia complements Aridis’ AR-301 Phase 3 mAb program which is being developed as a therapeutic treatment of S. aureus pneumonia. A multinational, randomized, double blinded, placebo controlled Phase 2 study conducted by AstraZeneca (n=196 patients) showed that mechanically ventilated ICU patients colonized with S. aureus who are treated with suvratoxumab saw a relative risk reduction of pneumonia by 32% in the overall intend to treat (“ITT”) study population, and by 47% in the prespecified under 65 year old population, which is the target population in the planned Phase 3 study. The relative risk reduction in the target population reached statistical significance, and was also associated with a substantial reduction in the duration of care needed in the ICU and hospital. A Phase 3 pivotal trial has recently been initiated and actively enrolling mechanically ventilated ICU patients colonized with S. aureus.
     
  AR-501 (Panaecin) is a broad spectrum small molecule anti-infective we are developing in addition to our targeted mAb product candidates. This product candidate is currently in a Phase 1/2a clinical study and is funded by the Cystic Fibrosis Foundation. AR-501 is administered as an inhalable aerosol to treat lung infections in cystic fibrosis patients. Preclinical studies have shown that mice infected with P. aeruginosa can be rescued with a single inhalation exposure of aerosolized AR-501. We filed the IND, application and subsequently initiated a Phase 1/2a trial in December 2018. The Phase 1 portion of the clinical study in healthy adults has been completed and results were reported in 2020. We expect to initiate a phase 2a clinical study in cystic fibrosis patients in the first half of 2021. AR-501 has been granted Fast-Track and Qualified Infectious Disease Product (QIDP) designations by the FDA. Enrollment is recently closed for the Phase 2a trial, with top line results expected in the first quarter of 2023.
     
  AR-701 is a cocktail of fully human mAbs discovered from convalescent COVID-19 patients that are directed at multiple protein epitopes on the SARS-CoV-2 virus. It is formulated for delivery via intramuscular injection or inhalation using a nebulizer. Both mAbs in the AR-701 cocktail neutralized all authentic SARS-CoV-2 beta, gamma, delta, epsilon, and Omicron variants in vitro and when used either individually or in combination, conferred complete eradication of virus from Omicron infected mice and protection against disease pathology.
     
  AR-401 is our mAb discovery program aimed at treating infections caused by Acinetobacter baumannii, a gram-negative bacterium that is increasingly prevalent in blood stream, lung, and skin infections. We used our MabIgX technology to identify novel targets and select several fully human mAb candidates that bind to outer membrane proteins of the bacteria. We intend to select a development candidate for additional preclinical studies.

 

Todate, we have raised over $152 million in public and private investments. Furthermore, we have been able to augment our own financialresources by obtaining approximately $53 million of non-dilutive awards and grants, including approximately $32 million from the Departmentof Health and Human Services, or DHHS, the National Institute of Health, or NIH, and the Biomedical Advanced Research and DevelopmentAuthority, or BARDA, and approximately $12 million from the Department of Defense, PATH/Gates Foundation, the Cystic Fibrosis Foundationand other strategic research and development collaborations. We believe that our ability to attract significant financial investmentsand grant funding underscores the recognized need for new anti-infective products and the strength of our product candidate portfolio.

 

Wehave assembled a senior management team with substantial product development experience and a successful track record of navigating complexdrug development and regulatory pathways. Our management team has over 175 years of combined drug development experience from provenbiopharmaceutical companies, such as Abgenix, Inc. Aviron, Genentech, Inc., GlaxoSmithKline plc, Roche, MedImmune (AstraZeneca) and NovartisAG among others, and has contributed to the development and launch of products with multi-billions in annual sales.

 

 

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RisksRelating to Our Business

 

Weare a late-stage biopharmaceutical company, and our business and ability to execute our business strategy are subject to a number ofrisks of which you should be aware before you decide to buy our common stock. In particular, you should consider the risks discussedin detail in the section entitled “Risk Factors” including but not limited to:

 

  We expect to continue to incur increasing net losses for the foreseeable future, and we may never achieve or maintain profitability.
     
  Available cash resources after this offering may be insufficient to provide for our working capital needs beyond the next twelve months.
     
  If we fail to successfully complete clinical trials, fail to obtain regulatory approval or fail to successfully commercialize our product candidates, our business would be harmed and the value of our securities would decline.
     
  We, or our collaborators, may face delays in completing our clinical trials, and may not be able to complete them at all.
     
  Our product candidates are based on a novel technology, which may raise development issues we may not be able to resolve, regulatory issues that could delay or prevent approval, or personnel issues that may keep us from being able to develop our product candidates.
     
  Regulatory authorities may not approve our product candidates even if they meet safety and efficacy endpoints in clinical trials.
     
  We compete in an industry characterized by extensive research and development efforts and rapid technological progress. New discoveries or commercial developments by our competitors could render our potential products obsolete or non-competitive.
     
  Our competitors may develop and market products that are less expensive, more effective, safer or reach the market sooner than our product candidates, which may diminish or eliminate the commercial success of any products we may commercialize.
     
  The biopharmaceutical industry is subject to significant regulation and oversight in the U.S., in addition to approval of products for sale and marketing.
     
  We have identified certain material weaknesses in our internal control over financial reporting.
     
  If we are unable to protect our proprietary rights or to defend against infringement claims, we may not be able to compete effectively or operate profitably.

 

Implicationsof Being an Emerging Growth Company

 

Asa company with less than $1.07 billion in revenues during our last fiscal year, we qualify as an emerging growth company as defined inthe Jumpstart Our Business Startups Act, or the JOBS Act, enacted in 2012. As an emerging growth company, we expect to take advantageof reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

 

  being permitted to present only two years of audited financial statements, in addition to any required unaudited interim financial statements, with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure, in this prospectus;
     
  not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended;
     
  reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements;
     
  exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved; and
     
  the ability to adopt new accounting standards based on private company deadlines.

 

 

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Wemay take advantage of these provisions for up to five years or such earlier time that we no longer qualify as an emerging growth company.However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,”our annual gross revenues exceed $1.07 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, wewill cease to be an emerging growth company prior to the end of such five-year period.

 

Wehave elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectusis a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information thatwe provide to our shareholders may be different than you might receive from other public reporting companies in which you hold equityinterests.

 

Inaddition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying withnew or revised accounting standards. This provision allows an emerging growth company to delay the adoption of new or revised accountingstandards that have different transition dates for public and private companies until those standards would otherwise apply to privatecompanies. We have elected to use this extended transition period. As a result of this election, our timeline to comply with these standardswill in many cases be delayed as compared to other public companies that are not eligible to take advantage of this election or havenot made this election. Therefore, our financial statements may not be comparable to those of companies that comply with the public companyeffective dates for these standards.

 

Wecurrently qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Securities Exchange Actof 1934. To the extent that we continue to qualify as a “smaller reporting company” after we cease to qualify as an emerginggrowth company, certain of the exemptions available to us as an emerging growth company may continue to be available to us as a smallerreporting company, including: (1) not being required to comply with the auditor attestation requirements of Section 404(b) of the SarbanesOxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of audited financial statements,instead of three years.

 

CorporateInformation

 

Wewere formed under the name “Aridis, LLC” in the State of California on April 24, 2003 as a limited liability company. OnAugust 30, 2004, we changed our name to “Aridis Pharmaceuticals, LLC.” On May 21, 2014, we converted into a Delaware corporationnamed “Aridis Pharmaceuticals, Inc.” Our fiscal year end is December 31. Our principal executive offices are located at 983University Avenue, Building B, Los Gatos , California 95032. Our telephone number is (408) 385-1742. Our website address is www.aridispharma.com.The information contained on, or that can be accessed through, our website is not a part of this prospectus. We have included our websiteaddress in this prospectus solely as an inactive textual reference.

 

Wehave proprietary rights to a number of trademarks used in this prospectus which are important to our business. Solely for convenience,the trademarks and trade names in this prospectus are referred to without the ® and TM symbols, but such references shouldnot be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rightsthereto. All other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners.

 

 

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THEOFFERING

 

Common stock offered by selling stockholder   7,207,208 shares of common stock issuable upon exercise of outstanding warrants
     
Offering price   The selling stockholder may sell all or a portion of their shares through public or private transactions at prevailing market prices or at privately negotiated prices.
     
Common stock to be outstanding immediately after this offering   32,116,008 shares
     
Use of proceeds   We will not receive any proceeds from the sale of the common stock by the selling stockholder. However, if all of the warrants were exercised for cash, we would receive gross proceeeds of approximately $8,000,000. See the section entitled “Use of Proceeds” in this prospectus.
     
Risk Factors   You should read the “Risk Factors” section starting on page 7 for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.
     
Dividend Policy   We have never paid dividends on our common stock and do not anticipate paying any dividends for the foreseeable future.
     
Nasdaq Capital Market symbol   “ARDS”

 

Thenumber of shares of our common stock that will be outstanding after this offering is based on 24,908,800 shares of our common stock outstandingas of November 30, 2022, and excludes:

 

  2,117,847 shares of our common stock issuable upon the exercise of options to purchase shares of our common stock outstanding as of November 30, 2022, with a weighted-average exercise price of $7.35 per share;
     
  14,846,404 shares of our common stock issuable upon the exercise of warrants to purchase common stock outstanding as of November 30, 2022, with a weighted-average exercise price of $1.19 per share;
     
  765,711 shares of our common stock reserved for future grants or awards under our stock incentive plans.

 

 

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RISKFACTORS

 

Investingin our securities involves a high degree of risk. You should carefully consider and evaluate all of the information contained in thisprospectus and in the documents we incorporate by reference into this prospectus before you decide to purchase our securities. In particular,you should carefully consider and evaluate the risks and uncertainties described under the heading “Risk Factors” in ourAnnual Report on Form 10-K for the year ended December 31, 2021. Any of the risks and uncertainties set forth below and in the AnnualReport, as updated by annual, quarterly and other reports and documents that we file with the SEC and incorporate by reference into thisprospectus, or any prospectus, could materially and adversely affect our business, results of operations and financial condition, whichin turn could materially and adversely affect the value of any securities offered by this prospectus. As a result, you could lose allor part of your investment.

 

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CAUTIONARYNOTE CONCERNING FORWARD-LOOKING STATEMENTS

 

Thisprospectus contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-lookingstatements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, includingthe reasons described in our “Prospectus Summary,” “Use of Proceeds,” and “Risk Factors” sections.In some cases, you can identify these forward-looking statements by terms such as “anticipate,” “believe,” “continue,”“could,” “depends,” “estimate,” “expects,” “intend,” “may,” “ongoing,”“plan,” “potential,” “predict,” “project,” “should,” “will,”“would” or the negative of those terms or other similar expressions, although not all forward-looking statements containthose words.

 

Ouroperations and business prospects are always subject to risks and uncertainties including, among others:

 

  the timing of regulatory submissions;
     
  our ability to obtain and maintain regulatory approval of our existing product candidates and any other product candidates we may develop, and the labeling under any approval we may obtain;
     
  approvals for clinical trials may be delayed or withheld by regulatory agencies;
     
  preclinical and clinical studies will not be successful or confirm earlier results or meet expectations or meet regulatory requirements or meet performance thresholds for commercial success;
     
  risks relating to the timing and costs of clinical trials, the timing and costs of other expenses;
     
  risks associated with obtaining funding from third parties;
     
  management and employee operations and execution risks;
     
  loss of key personnel;
     
  competition;
     
  risks related to market acceptance of products;
     
  intellectual property risks;
     
  assumptions regarding the size of the available market, benefits of our products, product pricing, timing of product launches;
     
  risks associated with the uncertainty of future financial results;
     
  risks associated with this offering;
     
  our ability to attract collaborators and partners; and
     
  risks associated with our reliance on third party organizations.

 

Theforward-looking statements in this prospectus represent our views as of the date of this prospectus. We anticipate that subsequent eventsand developments will cause our views to change. However, while we may elect to update these forward-looking statements at some pointin the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not relyon these forward-looking statements as representing our views as of any date subsequent to the date of this prospectus.

 

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USEOF PROCEEDS

 

Weare not selling any shares of our common stock in this offering and we will not receive any of the proceeds from the sale of shares ofour common stock by the selling stockholder. The selling stockholder will receive all of the proceeds from any sales of the shares ofour common stock offered hereby.

 

Wewill receive the exercise price upon any exercise of the warrants, to the extent exercised on a cash basis. If all the warrants wereexercised for cash, we would receive gross proceeds of approximately $8,000,000. However, the holder of the warrants is not obligatedto exercise the warrants, and we cannot predict whether or when, if ever, the holder of the warrants will choose to exercise the warrants,in whole or in part. Accordingly, any proceeds from such exercise will be used for general corporate purposes and working capital.

 

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DIVIDENDPOLICY

 

Wehave never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our commonstock in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansionof our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon anumber of factors, including our results of operations, financial condition, future prospects, contractual restrictions, restrictionsimposed by applicable law and other factors our board of directors deems relevant.

 

10
 

 

SELLINGSTOCKHOLDER

 

OnOctober 5, 2022, we entered into a securities purchase agreement with a certain accredited investor pursuant to which we sold an aggregate1,800,000 shares of common stock, par value $0.0001 per share and pre-funded warrants to purchase an aggregate of 5,407,208 shares ofcommon stock at a purchase price of $1.11 in a registered direct offering. Concurrently with the sale of the shares and the pre-fundedwarrants, we also sold to the investor unregistered warrants to purchase up to an aggregate of 7,207,208 shares of common stock in aprivate placement, all of which are being resistered for resale pursuant to this prospectus.

 

Thetransaction by which the selling stockholder acquired the Resale Shares was exempt under the registration provisions of the SecuritiesAct.

 

TheResale Shares referred to above are being registered to permit public shares of the Resale Shares, and the selling stockholder may offerthe shares for resale from time to time pursuant to this prospectus. The selling stockholder may also sell, transfer or otherwise disposeof all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act or pursuant to anothereffective registration statement covering those shares.

 

Thetable below sets forth certain information regarding the selling stockholder and the Resale Shares offered in this prospectus. The sellingstockholder have had no material relationship with us within the past three years other than as described in the footnotes to the tablebelow or as a result of their acquisition of our shares or other securities.

 

Beneficialownership is determined in accordance with the rule of the SEC. the selling stockholder’s percentage of ownership of our outstandingshares in the table below is based upon 24,908,800 shares of common stock outstanding as of November 30, 2022.

 

Name of Selling Stockholder  Number of
Shares of
Common
Stock
Beneficially
Owned
Before this
Offering (1)
   Percentage
of Common
Stock
Beneficially
Owned
Before this
Offering
  

Shares of
Common
Stock

Offered
in this
Offering

  

Shares of
Common

Stock

Beneficially

Owned

After this

Offering (2)

  

Percentage

ofCommon 

Stock

BeneficiallyOwned 

After this

Offering (2)

 
Armistic Capital Master Fund Ltd. (3)   14,414,416    57.9    7,207,208    7,207,208    28.9 

 

(1)Under applicable SEC rules, a person is deemed to beneficially own securities which the person has the right to acquire within 60 daysthrough the exercise of any option or warrant or through the conversion of a convertible security. Also under applicable SEC rules, aperson is deemed to be the “beneficial owner” of a security with regard to which the person directly or indirectly, has orshares (a) voting power, which includes the power to vote or direct the voting of the security, or (b) investment power, which includesthe power to dispose, or direct the disposition, of the security, in each case, irrespective of the person’s economic interestin the security. To our knowledge, subject to community property laws where applicable, each person named in the table has sole votingand investment power with respect to the shares of common stock shown as beneficially owned by such selling stockholder, except as otherwiseindicated in the footnotes to the table.

 

(2)Represents the amount of shares that will be held by the selling stockholder after completion of this offering based on the assumptionsthat (a) all Resale Shares registered for sale by the registration statement of which this prospectus is part will be sold and (b) noother shares of our common stock are acquired or sold by the selling stockholder prior to completion of this offering. However, eachselling stockholder may sell all, some or none of the Resale Shares offered pursuant to this prospectus and may sell other shares ofour common stock that they may own pursuant to another registration statement under the Securities Act or sell some or all of their sharespursuant to an exemption from the registration provisions of the Securities Act, including under Rule 144.

 

(3)Consists of (i) 1,800,000 shares of common stock (ii) 5,407,208 shares of common stock issuable upon the exercise of pre-funded warrantsand (iii) 7,207,208 shares of common stock issuable upon exercise of the warrants subject to certain beneficial ownership limitationsheld by the selling stockholder. The shares are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company(the “Master Fund”), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC (“ArmisticeCapital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. ArmisticeCapital and Steven Boyd disclaim beneficial ownership of the shares except to the extent of their respective pecuniary interests therein.The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

 

11
 

 

PLANOF DISTRIBUTION

 

Theselling stockholder of the securities and any of their pledees, assignees and successors-in-interest may, from time to time, sell anyor all of their securities covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on whichthe securities are traded in transactions. These sales may be at fixed of negotiated prices. A selling stockholder may use any one ormore of the following methods when selling securities:

 

  ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
     
  block trades in which the broker-dewaler will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
     
  purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
     
  an exchange distribution in accordance with the rules of the applicable exchange;
     
  privately negotiated transactions;
     
  settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
     
  in transactions through broker-dealers that agree with the selling stockholders to sell a specifed number of such securities at a stipulated price per security;
     
  through the writing or settlement of options or other hedging transactions, whether through an option exchange or otherwise;
     
  a combination of any such methods of sale; or
     
  any other method permitted pursuant to applicable law.

 

Theselling stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act of 1933,as amended (the “Securities Act”), if available, rather than under this prospectus.

 

Broker-dealersengaged by the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissionsor discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser)in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not inexcess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup ormarkdown in compliance with FINRA Rule 2121.

 

Inconnection with the sale of the securities or interests therein, the selling stockholders may enter into hedging transactions with broker-dealersor other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions theyassume. The selling stockholders may also sell securities short and deliver these securities to close out their short positions, or loanor pledge the securities to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into optionor other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require thedelivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealeror other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

Theselling stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters”within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealersor agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discountsunder the Securities Act. Each selling stockholder has informed the Company that it does not have any written or oral agreement or understanding,directly or indirectly, with any person to distribute the securities.

 

TheCompany is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Companyhas agreed to indemnify the selling stockholder against certain losses, claims, damages and liabilities, including liabilities underthe Securities Act.

 

Weagreed to use commercially reasonable efforts to keep this registration statement effective at all times until the selling stockholderno longer own any warrants or shares of common stock issuable upon the exercise of the Wwrrants.

 

Underapplicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneouslyengage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M,prior to the commencement of the distribution. In addition, the selling stockholders will be subject to applicable provisions of theExchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of thecommon stock by the selling stockholder or any other person. We will make copies of this prospectus available to the selling stockholderand have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (includingby compliance with Rule 172 under the Securities Act).

 

12
 

 

LEGALMATTERS

 

Thevalidity of the issuance of the common stock offered by us in this offering will be passed upon for us by Sheppard, Mullin, Richter &Hampton, LLP New York, New York.

 

EXPERTS

 

Theconsolidated financial statements of Aridis Pharmaceuticals, Inc. (“Company”) as of and for the years ended December 31,2021 and 2020, appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, have been audited byMayer Hoffman McCann P.C., independent registered public accounting firm, as set forth in their report (which report includes an explanatoryparagraph regarding the existence of substantial doubt about the Company’s ability to continue as a going concern), and have beenincorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing,in giving said reports.

 

WHEREYOU CAN FIND MORE INFORMATION

 

Thisprospectus, which constitutes a part of the registration statement on Form S-1 that we have filed with the SEC under the Securities Act,does not contain all of the information in the registration statement and its exhibits. For further information with respect to us andthe common stock offered by this prospectus, you should refer to the registration statement and the exhibits filed as part of that document.Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete,and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Eachof these statements is qualified in all respects by this reference.

 

Weare subject to the reporting requirements of the Exchange Act and file annual, quarterly and current reports, proxy statements and otherinformation with the SEC. You can read our SEC filings, including the registration statement, over the Internet at the SEC’s websiteat http://www.sec.gov. We also maintain a website at http://www.aridispharma.com, at which you may access these materialsfree of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The informationcontained in, or that can be accessed through, our website is not part of this prospectus.

 

INCORPORATIONOF CERTAIN INFORMATION BY REFERENCE

 

TheSEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to discloseimportant information to you by referring you to those other documents. The information incorporated by reference is an important partof this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We fileda registration statement on Form S-1 under the Securities Act with the SEC with respect to the securities being offered pursuant to thisprospectus. This prospectus omits certain information contained in the registration statement, as permitted by the SEC. You should referto the registration statement, including the exhibits, for further information about us and the securities being offered pursuant tothis prospectus. Statements in this prospectus regarding the provisions of certain documents filed with, or incorporated by referencein, the registration statement are not necessarily complete and each statement is qualified in all respects by that reference. Copiesof all or any part of the registration statement, including the documents incorporated by reference or the exhibits, may be obtainedupon payment of the prescribed rates at the offices of the SEC listed above in “Where You Can Find More Information”. Weare incorporating by reference the documents listed below, which we have already filed with the SEC, and all documents subsequently filedby us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report or document thatis not deemed filed under such provisions:

 

1.The Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on April 13, 2022;

 

2.The Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 19, 2022;

 

3.The Company’s Quarterly Report on Form 10-Q for the three months ended March 31, 2022, filed with the SEC on May 16, 2022,

 

13
 

 

4.The Company’s Quarterly Report on Form 10-Q for the three months ended June 30, 2022 filed with the SEC on August 16,2022;

 

5.The Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2022 filed with the SEC on November 21,2022;

 

6.The Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 19, 2022;

 

7.The Company’s Current Reports on Form 8-K filed on January19, 2022, April15, 2022, June6, 2022, June27, 2022, August15, 2022, and October 5, 2022 (2);and

 

8.The description of the Company’s common stock contained in the registration statement in our prospectus that constitutes a partof the Registration Statement on Form S-1, as amended (File No. 333-226232), including any amendment or report filed for the purposeof updating that description.

 

Wealso incorporate by reference all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibitsfiled on such form that are related to such items) that are subsequently filed by us with the Securities and Exchange Commission pursuantto Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of the securities made by this prospectus(including documents filed after the date of the initial Registration Statement of which this prospectus is a part and prior to the effectivenessof the Registration Statement). These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form10-Q and Current Reports on Form 8-K, as well as proxy statements.

 

Anystatement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus willbe deemed to be modified or superseded to the extent that a statement contained in this prospectus or any subsequently filed documentthat is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement

 

Youmay request, and we will provide you with, a copy of these filings, at no cost, by calling us at (408) 385-1742 or by writing to us atthe following address:

 

AridisPharmacueticals, Inc.

983University Avenue, Bldg. B

LosGatos, California 95032
Attn.: Secretary

 

14
 

 

PARTII

 

INFORMATIONNOT REQUIRED IN PROSPECTUS

 

Item13. Other Expenses of Issuance and Distribution

 

Thefollowing table sets forth all expenses, other than the underwriting discounts and commissions, payable by the registrant in connectionwith the sale of the common stock being registered. All the amounts shown are estimates except the SEC registration fee and the FINRAfiling fee.

 

SEC registration fee  $747 
Transfer agent and registrar fees   3,000 
Accounting fees and expenses   10,000 
Legal fees and expenses   20,000 
Printing and engraving expenses   3,000 
Miscellaneous   253 
Total  $37,000 

 

Item14. Indemnification of Directors and Officers

 

Section145 of the Delaware General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnityto directors and officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, includingreimbursement for expenses incurred, arising under the Securities Act.

 

Ourcertificate of incorporation provides that we will indemnify our directors to the fullest extent permitted by Delaware law.

 

Inaddition, as permitted by Section 145 of the Delaware General Corporation Law our bylaws provide that we will indemnify our directorsand executive officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extentpermitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith andin a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to anycriminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful. We may, in our discretion, indemnifyother officers, employees and agents in those circumstances where indemnification is permitted by applicable law. We are required toadvance expenses, as incurred, to our directors and executive officers in connection with defending a proceeding, except that such directorsor executive officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification.We will not be obligated pursuant to our bylaws to indemnify any director or executive officer in connection with any proceeding (orpart thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding wasauthorized by our Board of Directors, (iii) such indemnification is provided by us, in our sole discretion, pursuant to the powers vestedin the corporation under applicable law or (iv) such indemnification is required to be made pursuant to our restated bylaws. The rightsconferred in our bylaws are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers,employees and agents and to obtain insurance to indemnify such persons. We may not retroactively amend our bylaw provisions to reduceour indemnification obligations to directors, officers, employees and agents. We may, to the fullest extent permitted by the DelawareLaw, purchase and maintain insurance on behalf of any officer, director, employee and agent against any liability which may be assertedagainst such person.

 

Inany underwriting agreement we enter into in connection with the sale of common stock being registered hereby, the underwriters will agreeto indemnify, under certain conditions, us, our directors, our officers and persons who control us, within the meaning of the SecuritiesAct, against certain liabilities.

 

Item15. Recent Sales of Unregistered Securities

 

Inthe three years preceding the filing of this registration statement, we have issued the following securities that were not registeredunder the Securities Act. No underwriters were involved in the sales and the certificates representing the securities sold and issuedcontain legends restricting transfer of the securities without registration under the Securities Act or an applicable exemption fromregistration.

 

InJuly 2019, the Company issued 801,820 shares of its restricted common stock in a private placement to Serum International B.V., an affiliateof Serum Institute of India Private Limited, for total gross proceeds of $10 million.

 

InJune 2020, the adoption of an amendment to the 2014 Plan to eliminate the evergreen provision and set the number of shares of commonstock reserved for issuance thereunder to 2,183,692 shares was approved by the Company’s stockholders.

 

II-1

 

 

Duringthe years ended December 31, 2021 and 2020, the Company granted options to purchase 493,440 and 207,155 shares with a weighted-averagegrant date fair value of $3.68 and $4.72 per share, respectively.

 

Duringthe three months ended March 31, 2022 and 2021, the Company granted options to purchase 85,635 shares and 140,800 shares with a weighted-averagegrant date fair value of $1.92 and $5.13 per share, respectively.

 

OnOctober 5, 2022, the Company entered into a securities purchase agreement with a certain institutional and accredited investor pursuantto which the Company sold to the investor unregistered warrants to purchase up to an aggregate of 7,207,208 shares of common stock ina a private placement.

 

Unlessotherwise stated, the sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance uponSection 4(a)(2) of the Securities Act (or Regulation D promulgated thereunder), or Rule 701 promulgated under Section 3(b) of the SecuritiesAct as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensationas provided under Rule 701. The recipients of the securities in each of these transactions represented their intentions to acquire thesecurities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legendswere placed upon the stock certificates issued in these transactions.

 

Item16. Exhibits and Financial Statement Schedules

 

(a)Exhibits

 

EXHIBITINDEX

 

Exhibit
No.
  Description
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   Description of the Registrant’s Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (filed with the Registrant’s Annual Report on Form 10-K on April 8, 2020 and incorporated herein by reference)
4.2   Form of Warrant (incorporated by reference to Exhibit 4.2 of the Registrant;s Current Report on Form 8-K filed on October 5, 20222)
5.1*   Legal 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)

 

II-2

 

 

Exhibit
No.
  Description
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, 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)
10.11#   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)
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 Shenzen Arimab BioPharmaceutical Co., Ltd., by and between Shenzen 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 Shenzen 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 Shenzen Arimab BioPharmaceutical Co., Ltd., by and between Shenzen 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 Shenzen 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 for the year ended December 31, 2018 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).

 

II-3

 

 

Exhibit
No.
  Description
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).
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 Securities Purchase Agreement dated October 5, 2022, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on October 5, 2022
21.1   Subsidiaries of the Registrant (filed with the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 and incorporated herein by reference)
23.1*   Consent of Mayer Hoffman McCann P.C., independent registered public accounting firm.
23.2*   Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1).
24.1*   Power of Attorney.
107*   Filing Fee Table

 

 

 

* Filed herewith.
   
@ Indicates a management contract or any compensatory plan, contract or arrangement
   
# 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.

 

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Item17. Undertakings

 

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

 

Theundersigned 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 filedas part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuantto 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 timeit 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 ofprospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securitiesat 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 registeredin such names as required by the underwriters to permit prompt delivery to each purchaser.

 

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SIGNATURES

 

Pursuantto the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Los Gatos, State of California, on the 7th dayof December, 2022.

 

  ARIDIS PHARMACEUTICALS, INC.
     
  By: /s/ Vu Truong
   

Vu Truong

Chief Executive Officer, Chief Scientific Officer and Director

 

We,the undersigned officers and directors of Aridis Pharmaceuticals, Inc., hereby severally constitute and appoint Vu Truong and Fred Kurland,and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us andin our names, in the capacities indicated below, the Registration Statement on Form S-1 filed herewith and any and all pre-effectiveand post-effective amendments to said registration statement and any subsequent registration statement filed pursuant to Rule 462(b)under the Securities Act of 1933, as amended, and to file the same with all exhibits thereto, and the other documents in connection therewith,with the Securities and Exchange Commission, and generally to do all such things in our name and behalf in our capacities as officersand directors to enable Aridis Pharmaceuticals, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and allrequirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our saidattorneys, or any of them, to said registration statement and any and all amendments thereto.

 

Signature   Title   Date
         
/s/ Eric Patzer   Executive Chairman and Director    
Eric Patzer       December 7, 2022
         
/s/ Vu Truong   Chief Executive Officer, Chief Scientific    
Vu Truong   Officer and Director (Principal Executive Officer)   December 7, 2022
         
/s/ Fred Kurland   Chief Financial Officer (Principal Financial    
Fred Kurland   Officer and Principal Accounting Officer)   December 7, 2022
         
/s/Craig Gibbs   Director    
Craig Gibbs       December 7, 2022
         
/s/ John Hamilton   Director    
John Hamilton       December 7, 2022
         
/s/Robert Ruffolo   Director    
Robert Ruffolo       December 7, 2022
         
/s/ Susan Windham-Bannister   Director    
Susan Windham-Bannister       December 7, 2022

 

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