Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
PROTEOSTASIS THERAPEUTICS, INC.
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
Over Five Years Ago

Previous Name(s)

  • PROTEOSTASIS THERAPEUTICS INC
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

200 TECHNOLOGY SQUARE
CAMBRIDGE, MA 02139
Phone Number: subscription required

Item 3. Related Persons

Name
M. JAMES BARRETT
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
MEENU CHHABRA
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
BERNARD DAVITIAN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JEFFERY W. KELLY
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
STEPHEN KNIGHT
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CHRISTOPHER K. MIRABELLI
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
HENRY B. SKINNER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CHRISTOPHER T. WALSH
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
CONOR WALSHE
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
JANET SMART
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
NADIA USTARIZ
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
IRENA MELNIKOVA
Address
subscription required
Relationship(s)
  • PROMOTER
Clarification of Response

Item 4. Industry Group

BIOTECHNOLOGY

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
09/01/2015

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Option, Warrant or Other Right to Acquire Another Security
  • Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security
  • Other: SERIES B CONVERTIBLE REDEEMABLE PREFERRED STOCK

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 12. Sales Compensation

Recipient
LEERINK PARTNERS LLC
Recipient CRD Number
39011
(Associated) Broker or Dealer)
IRENA MELNIKOVA
(Associated) Broker or Dealer CRD Number
6308893
Address
ONE FEDERAL STREET
37TH FLOOR
BOSTON, MA 02110
States of Solicitation
  • ALL STATES

Item 13. Offering and Sales Amounts

Total Offering Amount
27999992
Total Amount Sold
21999992
Total Remaining to be Sold
6000000
Clarification of Response
FIGURES IN ITEMS 13 AND 14 INCLUDE ONE NON-US PURCHASERS INVESTING A TOTAL OF $1,118,941.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
9

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
720000.0 Is an estimate
Finders' Fees
0.0
Clarification of Response
$720,000 IN SALES COMMISSION HAS BEEN PAID TO LEERINK PARTNERS LLC IN CONNECTION WITH THE AMOUNT SOLD. ADDITIONAL FEES MAY BE PAID TO LEERINK PARTNERS LLC IN CONNECTION WITH THE AMOUNT REMAINING TO BE SOLD.

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
720000.0 Is an estimate
Clarification of Response
$720,000 IN SALES COMMISSION HAS BEEN PAID TO LEERINK PARTNERS LLC (IRENA MELNIKOVA) IN CONNECTION WITH THE AMOUNT SOLD. ADDITIONAL FEES MAY BE PAID TO LEERINK PARTNERS LLC IN CONNECTION WITH THE AMOUNT REMAINING TO BE SOLD.

Signature and Submission

Issuer Name
PROTEOSTASIS THERAPEUTICS, INC.
Issuer Signature
MEENU CHHABRA
Signer Name
MEENU CHHABRA
Signer Title
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Signature Date
09/15/2015
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