S-1MEF

As filed with the Securities and Exchange Commission on August 6, 2026.

Registration No. 333-   

 

 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

BlossomHill Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   2834   85-1578711

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification No.)

10255 Science Center Drive

Suite 200

San Diego, California 92121

(858) 732-3880

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

 

 

J. Jean Cui, Ph.D.

President and Chief Executive Officer

10255 Science Center Drive

Suite 200

San Diego, California 92121

(858) 732-3880

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

 

 

Copies to:

 

Kenneth J. Rollins

Charles S. Kim

Edmond J. Lay

Dylan Kornbluth

Cooley LLP

10265 Science Center Drive

San Diego, California 92121

(858) 550-6000

 

Vincent Liptak, J.D., Ph.D., MBA

Executive Vice President and General Counsel

BlossomHill Therapeutics, Inc.

10255 Science Center Drive

Suite 200

San Diego, California 92121

(858) 732-3880

 

Matthew T. Bush

Latham & Watkins LLP

12670 High Bluff Drive

San Diego, California 92130

(858) 523-5400

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

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

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (333-297512)

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, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

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

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 BY REFERENCE

This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), by BlossomHill Therapeutics, Inc. (the “Registrant”), for the sole purpose of increasing the aggregate number of shares of common stock offered and registered by the Earlier Registration Statement (as defined below) by 1,796,875 shares, 234,375 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The contents of the Registration Statement on Form S-1, as amended (File No. 333-297512), including all exhibits thereto (the “Earlier Registration Statement”), filed by the Registrant with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act, which was declared effective by the Commission on August 6, 2026, are incorporated by reference into this Registration Statement. The additional shares of common stock that are being registered for issuance and sale pursuant to this Registration Statement are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 of the Earlier Registration Statement.

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

EXHIBIT INDEX

 

Exhibit
No.

  

Description

  5.1    Opinion of Cooley LLP.
 23.1    Consent of Independent Registered Public Accounting Firm.
 23.2    Consent of Cooley LLP (included in Exhibit 5.1).
 24.1*    Power of Attorney.
107    Filing Fee Table.
 
*

Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1 (File No. 333-297512), originally filed with the Commission on July 17, 2026 and incorporated by reference herein.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, California on August 6, 2026.

 

BLOSSOMHILL THERAPEUTICS, INC.
By:   /s/ J. Jean Cui, Ph.D.
  J. Jean Cui, Ph.D.
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities held on the dates indicated.

 

Signature

  

Title

 

Date

/s/ J. Jean Cui, Ph.D.

J. Jean Cui, Ph.D.

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

  August 6, 2026

/s/ Jason Keyes, MBA

Jason Keyes, MBA

  

Chief Financial Officer

(Principal Financial and Accounting Officer)

  August 6, 2026

*

Y. Peter Li, Ph.D.

  

Executive Chairman

  August 6, 2026

*

Sundeep Agrawal, M.D.

  

Director

  August 6, 2026

*

Bihua Chen, MBA

  

Director

  August 6, 2026

*

Carl L. Gordon, Ph.D., CFA

  

Director

  August 6, 2026

*

Sheila Gujrathi, M.D.

  

Director

  August 6, 2026

*

John Schmid, MBA

  

Director

  August 6, 2026

 

*By:   /s/ Jason Keyes, MBA
  Jason Keyes, MBA
  Attorney-in-Fact
EX-5.1

Exhibit 5.1

 

LOGO

 

Kenneth J. Rollins

+1 (858) 550 6136

krollins@cooley.com

  

August 6, 2026

BlossomHill Therapeutics, Inc.

10255 Science Center Drive, Suite 200

San Diego, CA 92121

Ladies and Gentlemen:

We have acted as counsel to BlossomHill Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a registration statement on Form S-1 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), covering an underwritten public offering by the Company of up to 1,796,875 shares of its common stock, par value $0.0001 per share (the “Shares”). The Registration Statement incorporates by reference the registration statement on Form S-1, as amended (No. 333-297512) (the “Prior Registration Statement”), including the prospectus that is part of the Prior Registration Statement (the “Prospectus”).

In connection with this opinion, we have (i) examined and relied upon (a) the Registration Statement and the Prospectus, (b) the Company’s certificate of incorporation and bylaws, each as currently in effect, (c) the Company’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, filed as Exhibits 3.2 and 3.4 to the Prior Registration Statement, respectively, each of which is to be in effect in connection with the closing of the offering contemplated by the Prior Registration Statement and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below and (ii) 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 issuance of the Shares.

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, in reliance thereon and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that the Shares, when sold and issued against payment therefor as described in the Prior Registration Statement and the Prospectus, will be validly issued, fully paid and nonassessable.

 

 

Cooley LLP 10265 Science Center Drive, San Diego, CA 92121-1117

t: +1 (858) 550-6000 f: +1 (858) 550-6420 cooley.com


LOGO

 

BlossomHill Therapeutics, Inc.

Page 2

This opinion is limited to the matters expressly set forth in this letter, and no opinion has been or should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

We consent to the reference to our firm under the heading “Legal Matters” in the Prospectus and to the filing of this opinion as an exhibit to the Registration Statement. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission thereunder.

 

Sincerely,
Cooley LLP
By:   /s/ Kenneth J. Rollins
  Kenneth J. Rollins
 

 

Cooley LLP 10265 Science Center Dr., San Diego, CA 92121

t: +1 (858) 550-6000 f: +1 (858) 550-6420 cooley.com

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated April 24, 2026 (August 3, 2026 as to the effects of the reverse stock split described in Note 10), relating to the financial statements of BlossomHill Therapeutics, Inc., appearing in Registration Statement No. 333-297512 on Form S-1 filed by BlossomHill Therapeutics, Inc.

/s/ Deloitte & Touche LLP

San Diego, California

August 6, 2026

EX-FILING FEES
S-1 S-1MEF EX-FILING FEES 333-297512 0001839970 BlossomHill Therapeutics, Inc. N/A N/A 0001839970 2026-08-06 2026-08-06 0001839970 1 2026-08-06 2026-08-06 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-1

BlossomHill Therapeutics, Inc.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock, $0.0001 par value per share 457(a) 1,796,875 $ 16.00 $ 28,750,000.00 0.0001381 $ 3,970.38
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 28,750,000.00

$ 3,970.38

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 3,970.38

Offering Note

1

The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $152,734,375 on a Registration Statement on Form S-1 (File No. 333-297512), which was declared effective by the Securities and Exchange Commission on August 6, 2026. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of $28,750,000 is hereby registered, which includes the shares of common stock that the underwriters have the option to purchase.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date