The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject To Completion, Dated March 16, 2018
PROSPECTUS
$150,000,000
ebioforms3universalsh_image1.jpg
Debt Securities
Common Stock
Preferred Stock
Depository Shares
Purchase Contracts
Purchase Units
Warrants
We may offer and sell up to $150,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides a general description of the securities that we may offer. Each time that we offer securities under this prospectus, we will provide the specific terms of the securities offered, including the public offering price, in a supplement to this prospectus. Any prospectus supplement may add to, update or change information contained in this prospectus. You should read this prospectus and any applicable prospectus supplement together with additional information described under the heading ?Where You Can Find More Information? before you make your investment decision.
The securities may be sold by us to or through underwriters or dealers, directly to purchasers or through agents designated from time to time. For additional information on the methods of sale, you should refer to the section entitled ?Plan of Distribution? in this prospectus and the comparable section of any applicable prospectus supplement. If any underwriters are involved in the sale of the securities with respect to which this prospectus is being delivered, the names of such underwriters and any applicable discounts or commissions and over-allotment options will be set forth in the applicable prospectus supplement. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement.
Our common stock trades on the Nasdaq Global Market, or Nasdaq, under the ticker symbol ?EBIO.? On March 16, 2018 , the last reported sale price per share of our common stock was $1.07 per share.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. RISKS ASSOCIATED WITH AN INVESTMENT IN OUR SECURITIES WILL BE DESCRIBED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND CERTAIN OF OUR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION INCORPORATED BY REFERENCE INTO THIS PROSPECTUS, AS DESCRIBED UNDER ?RISK FACTORS? ON PAGE 5.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2018 .
TABLE OF CONTENTS
Page§
§
ABOUT THIS PROSPECTUS
ii§
FORWARD-LOOKING STATEMENTS
1§
THE COMPANY
3§
RISK FACTORS
5§
USE OF PROCEEDS
5§
RATIO OF EARNINGS TO FIXED CHARGES
5§
DESCRIPTION OF OUR DEBT SECURITIES
5§
DESCRIPTION OF OUR CAPITAL STOCK
14§
DESCRIPTION OF OUR DEPOSITARY SHARES
21§
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS
23§
DESCRIPTION OF OUR WARRANTS
24§
FORMS OF SECURITIES
25§
PLAN OF DISTRIBUTION
26§
LEGAL MATTERS
29
EXPERTS§
29§
INCORPORATION BY REFERENCE
30§
WHERE YOU CAN FIND MORE INFORMATION
31
i
§
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a ?shelf? registration process. Under this shelf registration process, we may offer to sell any of the securities, or any combination of the securities, described in this prospectus, in each case in one or more offerings, up to a total dollar amount of $150,000,000 .
This prospectus provides you only with a general description of the securities that we may offer. Each time securities are sold under the shelf registration statement, we will provide a prospectus supplement or free writing prospectus that will contain specific information about the terms of those securities and the terms of that offering. The prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement or free writing prospectus, including all documents incorporated by reference herein and therein, together with the additional information described under ?Where You Can Find More Information? below.
The registration statement that contains this prospectus, including the exhibits to the registration statement and the information incorporated by reference, contains additional information about the securities offered under this prospectus. That registration statement can be read at the SEC website or at the SEC offices mentioned below under the heading ?Where You Can Find More Information.? You should read the exhibits carefully for provisions that may be important to you.
We have not authorized any dealer, agent or other person to give any information or to make any representation other than those contained or incorporated by reference in this prospectus and any accompanying prospectus supplement or free writing prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or an accompanying prospectus supplement or free writing prospectus. This prospectus and the accompanying prospectus supplement or free writing prospectus, if any, do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate, nor do this prospectus and the accompanying prospectus supplement or free writing prospectus, if any, constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus and the accompanying prospectus supplement or free writing prospectus, if any, is accurate on any date subsequent to the date set forth on the front of such document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying prospectus supplement or free writing prospectus is delivered or securities are sold on a later date .
References in this prospectus to the terms ?the Company,? ?Eleven,? ?we,? ?our? and ?us? or other similar terms mean Eleven Biotherapeutics, Inc. and our wholly owned subsidiaries, unless we state otherwise or the context indicates otherwise.
ii
FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference herein, includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. For this purpose, any statements contained herein, other than statements of historical fact, regarding our strategy, future operations, future product research or development, future financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words ?anticipate,? ?believe,? ?goals,? ?estimate,? ?expect,? ?intend,? ?may,? ?might,? ?plan,? ?predict,? ?project,? ?target,? ?potential,? ?will,? ?would,? ?could,? ?should,? ?continue? and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
The forward-looking statements in this prospectus include, among other things, statements about:
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§
our expected future loss and accumulated deficit levels;
?§
§
our projected financial position and estimated cash burn rate;
?§
§
our estimates regarding expenses, future revenues, capital requirements and needs for, and ability to obtain, additional financing;
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§
our ability to continue as a going concern;
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our need to raise substantial additional capital to fund our operations;
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§
the potential impairment of our goodwill and indefinite lived intangible assets;
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§
the effect of recent changes in our senior management team on our business;
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§
the success, cost and timing of our pre-clinical studies and clinical trials in the United States, Canada and in other foreign jurisdictions;
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§
the potential that results of pre-clinical studies and clinical trials indicate our product candidates are unsafe or ineffective;
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§
our dependence on third parties, including contract research organizations, or CROs, in the conduct of our pre-clinical studies and clinical trials;
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§
the difficulties and expenses associated with obtaining and maintaining regulatory approval of our product candidates and companion diagnostics, if any, in the United States, Canada and in other foreign jurisdictions, and the labeling under any approval we may obtain;
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our plans and ability to develop and commercialize our product candidates;
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our ability to achieve certain future regulatory, development and commercialization milestones under our license agreement, which we refer to as the License Agreement, with F. Hoffmann-La Roche Ltd and Hoffmann La-Roche Inc., or collectively, Roche;
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§
market acceptance of our product candidates, the size and growth of the potential markets for our product candidates, and our ability to serve those markets;
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§
obtaining and maintaining intellectual property protection for our product candidates and our proprietary technology;
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the successful development of our commercialization capabilities, including sales and marketing capabilities; and
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§
the success of competing therapies and products that are or become available.
Our product candidates are investigational biologics undergoing clinical development and have not been approved by the U.S. Food and Drug Administration, or FDA, Health Canada, or the European Commission. Our product candidates have not been, nor may they ever be, approved by any regulatory agency or competent authorities nor marketed anywhere in the world.
We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and our stockholders should not place undue reliance on our forward-looking statements. Actual results or events could differ
1
materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this prospectus, particularly in the ?Risk Factors? section beginning on page 5 and those identified under the heading ?Risk Factors? in our most recent Annual Report on Form 10-K, that could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.
You should read this prospectus and the documents that we have filed as exhibits to the registration statement of which this prospectus forms a part completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this prospectus are made as of the date of this prospectus and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
2
THE COMPANY
Overview
We are a biologics oncology company focused primarily on designing, engineering and developing targeted protein therapeutics. Our TPTs are single-protein therapeutics composed of targeting moieties genetically fused via linker domains to cytotoxic protein payloads that are produced through our proprietary one-step manufacturing process. We target tumor cell surface antigens that allow for rapid internalization into the targeted cancer cell and have limited expression on normal cells. We have designed our TPTs to overcome the fundamental efficacy and safety challenges inherent in existing anti
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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Other recent filings from the company include the following:
Eleven Biotherapeutics's President and CEO was just granted 105,000 ownership of the company. - March 16, 2018
Eleven: Enrollment Completed In Phase 3 Registration Trial For Non-Muscle Invasive Bladder Cancer - March 13, 2018
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