As filed with the U.S. Securities and Exchange Commission on July 24, 2019.
Registration No. 333-      
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Castle Biosciences, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
8071
77-0701774
(State or Other Jurisdiction of
Incorporation or Organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)

820 S. Friendswood Drive, Suite 201
Friendswood, Texas 77546
(866) 788-9007
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Derek Maetzold
President and Chief Executive Officer
Castle Biosciences, Inc.
820 S. Friendswood Drive, Suite 201
Friendswood, Texas 77546
(866) 788-9007
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:
Thomas A. Coll, Esq.
Karen E. Anderson, Esq.
Cooley LLP
4401 Eastgate Mall
San Diego, California 92121
(858) 550-6000
Peter N. Handrinos, Esq.
Anthony Gostanian, Esq.
Latham & Watkins LLP
200 Clarendon Street
Boston, Massachusetts 02116
(617) 880-4500

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-232369)
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 not elected to use the extended transition period for complying with any new or revised financial accounting standards provided in Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE

Title of Securities
to be Registered
Amount
to be
Registered(1)
Proposed Maximum
Offering Price
Per Share(2)
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee(3)
Common Stock, $0.001 par value per share
766,666
$16.00
$12,266,656
$1,487

(1)
Represents only the number of shares being registered pursuant to this Registration Statement, which includes 100,000 shares that the underwriters have the option to purchase, and are in addition to the 3,833,334 shares that were registered pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-232369), which included 500,000 shares that the underwriters have the option to purchase (the “Prior Registration Statement”).
(2)
Based on the public offering price.
(3)
The amount of registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered 3,833,334 shares of its common stock with an aggregate offering price not to exceed $61,333,344 on the Prior Registration Statement, which was declared effective by the Securities and Exchange Commission on July 24, 2019. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $12,266,656 is hereby registered, which includes shares that the underwriters have the option to purchase.

The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION 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 common stock, par value $0.001 per share (the “ Common Stock ” ), of Castle Biosciences, 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. 333-232369) (the “ Prior Registration Statement ” ), which the Commission declared effective on July 24, 2019.  This Registration Statement is being filed solely for the purpose of increasing the number of shares to be offered in the public offering by 766,666 shares of Common Stock, which includes 100,000 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
     
 
Opinion of Cooley LLP.
     
 
Consent of Independent Registered Public Accounting Firm.
     
 
Consent of Cooley LLP (included in Exhibit 5.1).
     
 
Power of Attorney (included on the signature page of the Registration Statement on Form S-1, as amended (File No. 333-232369), filed with the Commission on June 26, 2019 and incorporated herein by reference).

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Friendswood, State of Texas, on the 24 th day of July, 2019.

 
CASTLE BIOSCIENCES, INC.
     
 
By:
/s/ Derek J. Maetzold
   
Derek J. Maetzold
   
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature
 
Title
 
Date
     
/s/ Derek J. Maetzold
 
President, Chief Executive Officer and
Member of the Board of Directors
(Principal Executive Officer)
 
July 24, 2019
 Derek J. Maetzold
     
/s/ Frank Stokes
 
Chief Financial Officer
(Principal Financial and Accounting Officer)
 
July 24, 2019
 Frank Stokes
     
*
 
Chairman of the Board of Directors
 
July 24, 2019
 Daniel M. Bradbury
     
*
 
Member of the Board of Directors
 
July 24, 2019
 Bonnie H. Anderson
     
*
 
Member of the Board of Directors
 
July 24, 2019
 Mara Aspinall
     
*
 
Member of the Board of Directors
 
July 24, 2019
 G. Bradley Cole
     
*
 
Member of the Board of Directors
 
July 24, 2019
 Joseph C. Cook III
     
*
 
Member of the Board of Directors
 
July 24, 2019
 David Kabakoff, Ph.D.

       
*By:
 
/s/ Derek J. Maetzold
 
   
Derek J. Maetzold
Attorney-in-fact
 



Exhibit 5.1




Karen E. Anderson
+1 858 550 6088
kanderson@cooley.com

July 24, 2019

Castle Biosciences, Inc.
820 S. Friendswood Drive, Suite 201
Friendswood, TX 77546

Ladies and Gentlemen:

We have represented Castle Biosciences, Inc., a Delaware corporation (the “ Company ”), in connection with the filing by the Company of a Registration Statement (No. 333-232369) on Form S-1 (the “ Initial Registration Statement ”) with the Securities and Exchange Commission (the “ Commission ”), including a related prospectus filed with the Registration Statement (the “ Prospectus ”) and a Registration Statement on Form S-1 related thereto that is to be filed with the Commission pursuant to Rule 462(b) of Regulation C promulgated under the Securities Act of 1933, as amended (together with the Initial Registration Statement, the “ Registration Statement ”), covering an underwritten public offering of up to 766,666 shares (the “ Shares ”) of the Company’s common stock, par value $0.001, including up to 100,000 shares that may be sold pursuant to the exercise of an option to purchase additional shares.

In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company’s Amended and Restated Certificate of Incorporation, as amended, and Bylaws, each as currently in effect, (c) the forms of the Company’s Amended and Restated Certificate of Incorporation, filed as Exhibit 3.2 to the Initial Registration Statement, and the Company’s Amended and Restated Bylaws, filed as Exhibit 3.4 to the Initial Registration Statement, each of which is to be in effect prior to the closing of the offering contemplated by the 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, and (ii) assumed that the Amended and Restated Certificate of Incorporation referred to in clause (i)(c) is filed with the Secretary of State of the State of Delaware before the issuance of the Shares. We have undertaken no independent verification with respect to such matters.

We have assumed the genuineness and authenticity of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies and the due execution and delivery of all documents, other than by the Company, where due 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 sought independently to verify 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 Registration Statement and the Prospectus, will be validly issued, fully paid and non-assessable.

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.

Cooley LLP   4401 Eastgate Mall   San Diego, CA   92121
t: (858) 550-6000  f: (858) 550-6420  cooley.com


Castle Biosciences, Inc.
July 24, 2019
Page Two


Sincerely,

Cooley LLP

By:
/s/ Karen E. Anderson
 
  Karen E. Anderson  
 

 

Cooley LLP   4401 Eastgate Mall   San Diego, CA   92121
t: (858) 550-6000  f: (858) 550-6420  cooley.com
Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Castle Biosciences, Inc.:

We consent to the use of our report incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report dated May 13, 2019, except for the fifth paragraph of Note 15, as to which the date is July 11, 2019, contains an explanatory paragraph that states there are uncertainties about the Company’s ability to comply with certain debt covenants under its long-term debt that is required to finance operations, which raises substantial doubt about the entity’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. Our report dated May 13, 2019, except for the fifth paragraph of Note 15, as to which the date is July 11, 2019, refers to the Company’s adoption of Accounting Standards Update No. 2014-9, Revenue from Contracts with Customers (Topic 606) , as amended.

/s/ KPMG LLP
San Diego, California
July 24, 2019