As filed with the Securities and Exchange
Commission on October 29, 2019
Registration No. 333-199498
Registration No. 333-217341
Registration No. 333-217344
Registration No. 333-224255
Registration No. 333-230541
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4
TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT NO. 333-199498
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3 REGISTRATION STATEMENT NO. 333-217341
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3 REGISTRATION STATEMENT NO. 333-217344
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3 REGISTRATION STATEMENT NO. 333-224255
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3 REGISTRATION STATEMENT NO. 333-230541
UNDER
THE SECURITIES ACT OF 1933
CORINDUS VASCULAR ROBOTICS, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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30-0687898
(I.R.S. Employer
Identification No.)
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309 Waverley Oaks Road, Suite 105
Waltham, MA 02452
(508) 653-3335
(Address, including zip code, and telephone number, including area code, of registrant’s principal
executive offices)
Mark J. Toland
Chief Executive Officer
309 Waverley Oaks Road, Suite 105
Waltham, Massachusetts 02452
(508) 653-3335
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement
of proposed sale to the public: Not applicable
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
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, other than
securities offered only in connection with dividend or interest reinvestment plans, 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. ☐
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 registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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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. ☐
DEREGISTRATION
OF SECURITIES
These Post-Effective
Amendments (these “Post-Effective Amendments”) relate to the following Registration Statements (collectively,
the “Registration Statements”), filed with the U.S. Securities and Exchange Commission (the “SEC”)
by Corindus Vascular Robotics, Inc., a Delaware corporation (the “Company”):
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1.
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Registration Statement No. 333-199498, registering 10,666,570 shares of common stock, $0.0001 par
value per share (the “Common Stock”) for resale by certain selling stockholders, which was filed with the SEC
on October 21, 2014, as amended by Post-Effective Amendment No. 1, which was filed with the SEC on April 7, 2015, Post-Effective
Amendment No. 2, which was filed with the SEC on April 21, 2015, and Post-Effective Amendment No. 3, converting the Form S-1 to
a registration statement on Form S-3, which was filed with the SEC on April 5, 2016;
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2.
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Registration Statement No. 333-217341, registering 68,055,700 shares of Common Stock for resale
by certain selling stockholders, which was filed with the SEC on April 17, 2017;
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3.
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Registration Statement No. 333-217344, registering an indeterminate amount of shares of Common
Stock, shares of preferred stock, debt securities, warrants, rights, purchase contracts and units with an aggregate initial offering
price not to exceed $60,000,000, which was filed with the SEC on April 17, 2017;
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4.
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Registration Statement No. 333-224255, registering 40,750,000 shares of Common Stock for resale
by certain selling stockholders, which includes (i) 32,000,000 shares of Common Stock underlying preferred stock and (ii) 8,750,000
shares of Common Stock underlying warrants, which was filed with the SEC on April 12, 2018; and
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5.
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Registration Statement No. 333-230541, registering 14,384,840 shares of Common Stock for resale
by certain selling stockholders, which was filed with the SEC on March 27, 2019.
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The Company is
filing these Post-Effective Amendments to the Registration Statements to withdraw and remove from registration securities remaining
unsold pursuant to the above-referenced Registration Statements.
On October 29,
2019, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 7,
2019, by and among Siemens Medical Solutions USA, Inc., a Delaware corporation (“SMS USA”), Corpus Merger Inc.,
a Delaware corporation and wholly owned subsidiary of SMS USA (“Merger Sub”), and the Company, Merger Sub merged
with and into the Company (the “Merger”), with the Company surviving the Merger as the surviving corporation
and as a wholly owned subsidiary of SMS USA.
As a result of
the transactions contemplated by the Merger Agreement, the Company has terminated all offerings of the Company’s securities
pursuant to the Registration Statements. In accordance with the undertakings made by the Company in the Registration Statements
to remove from registration, by means of a post-effective amendment, any securities that had been registered but remain unsold
at the termination of the offering, the Company hereby removes from registration any and all securities of the Company registered
but unsold under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements to
be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Waltham, state of Massachusetts, on this
29th day of October, 2019.
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CORINDUS VASCULAR ROBOTICS, INC.
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By:
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/s/ Mark J. Toland
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Name: Mark J. Toland
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Title: Chief Executive Officer
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Note: Pursuant
to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the
Registration Statements.
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