S-1/A Page 1 of 205 Table of Contents As filed with the Securities and Exchange Commission on December 9, 2014 Registration No. 333-200615 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO.1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Kite Pharma, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 2836 27-1524986 (State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer Incorporation or Organization) Classification Code Number) Identification Number) 2225 Colorado Avenue Santa Monica, California 90404 (310) 824-9999 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) Arie S. Belldegrun, M.D. President, Chief Executive Officer, Chairman, Founder Kite Pharma, Inc. 2225 Colorado Avenue Santa Monica, California 90404 (310) 824-9999 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Charles S. Kim, Esq. Donald J. Murray, Esq. Charles J. Bair, Esq. Covington & Burling LLP Cooley LLP The New York Times Building 1333 2nd Street, Suite 400 620 Eighth Avenue Santa Monica, California 90401 New York, New York 10018 (310) 883-6400 (212) 841-1000 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. 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer _ (Do not check if a smaller reporting company) Smaller reporting company CALCULATION OF REGISTRATION FEE PROPOSED PROPOSED MAXIMUM MAXIMUM AGGREGATE AGGREGATE AMOUNT OF TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION SECURITIES TO BE REGISTERED REGISTERED(1)PER SHARE (2)PRICE (1)(2)FEE (3) Common Stock, $0.001 par value per share 3,450,000 $43.75 $150,937,500 $17,538.94 (1) Includes offering of additional shares that the underwriters have the option to purchase. (2) Estimated solely for the purpose of calculating the registration fee based on the average of the high and low prices for the Registrant’s common stock on The NASDAQ Global Select Market on December 8, 2014, pursuant to Rule 457(c) under the Securities Act of 1933, as amended. (3) A registration fee of $16,035.60 has been previously paid in connection with this registration statement. The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. http://cfdocs.btogo.com:27638/cf/drv10/pub/edgar/2014/12/09/0001193125-14-437675/d... 12/09/2014 S-1/A Page 2 of 205 Table of Contents The information in this preliminary 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 preliminary prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED DECEMBER 9, 2014 PRELIMINARY PROSPECTUS 3,000,000 Shares Common Stock Kite Pharma, Inc. is offering 3,000,000 shares of its common stock. Our common stock is listed on The NASDAQ Global Select Market under the symbol “KITE.” On December 8, 2014, the last reported sale price of our common stock on The NASDAQ Global Select Market was $44.39 per share. We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. Investing in our common stock involves risks. See “Risk Factors” beginning on page 12. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. PER SHARE TOTAL Public Offering Price $$ Underwriting Discount and Commissions(1) $ $ Proceeds to Kite Pharma, Inc. (before expenses) $ $ (1) We have agreed to reimburse the underwriters for certain expenses. See “Underwriting.” We have granted the underwriters an option for a period of 30 days to purchase up to an additional 450,000 shares of common stock at the price to the public less the underwriting discount. If the underwriters exercise the option in full, the total underwriting discount and commissions payable by us will be $ , and the total proceeds to us, before expenses will be $ . The underwriters expect to deliver the shares of common stock to purchasers on or about , 2014. Jefferies Credit Suisse Cowen and Company Stifel Prospectus dated , 2014 http://cfdocs.btogo.com:27638/cf/drv10/pub/edgar/2014/12/09/0001193125-14-437675/d... 12/09/2014 S-1/A Page 3 of 205 Table of Contents TABLE OF CONTENTS PAGE Prospectus Summary 1 Risk Factors 12 Special Note Regarding Forward-Looking Statements 44 Use of Proceeds 46 Market Price of Common Stock 47 Dividend Policy 48 Capitalization 49 Dilution 51 Selected Financial Data 53 Management’s Discussion and Analysis of Financial Condition and Results of Operations 54 Business 65 Management 96 Executive and Director Compensation 105 Certain Relationships and Related Party Transactions 113 Principal Stockholders 117 Description of Capital Stock 120 Shares Eligible for Future Sale 124 Material U.S. Federal Income Tax Consequences to Non-U.S. Holders of Our Common Stock 126 Underwriting 129 Legal Matters 137 Change in Independent Accountants 137 Experts 137 Where You Can Find Additional Information 137 Index to Financial Statements F-1 Neither we nor any of the underwriters has authorized anyone to provide you with information different from, or in addition to, that contained in this prospectus or any free writing prospectus prepared by or on behalf of us or to which we may have referred you in connection with this offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor any of the underwriters is making an offer to sell or seeking offers to buy these securities in any jurisdiction where or to any person to whom the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the front cover of this prospectus, regardless of the time of delivery of this prospectus or of any sale of shares of our common stock and the information in any free writing prospectus that we may provide you in connection with this offering is accurate only as of the date of that free writing prospectus. Our business, financial condition, results of operations and future growth prospects may have changed since those dates. i http://cfdocs.btogo.com:27638/cf/drv10/pub/edgar/2014/12/09/0001193125-14-437675/d... 12/09/2014 S-1/A Page 4 of 205 Table of Contents This prospectus includes statistical and other industry and market data that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. For investors outside the United States: neither we nor any of the underwriters has done anything that would permit this offering or possession or distribution of this prospectus or any free writing prospectus we may provide to you in connection with this offering in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus and any free writing prospectus outside of the United States. ii http://cfdocs.btogo.com:27638/cf/drv10/pub/edgar/2014/12/09/0001193125-14-437675/d... 12/09/2014 S-1/A Page 5 of 205 Table of Contents PROSPECTUS SUMMARY This summary highlights information contained in other parts of this prospectus.