Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
16 Oktober 2023 - 7:58PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on October 16, 2023
Registration No. 333-272500
Registration No. 333-257007
Registration No. 333-232002
Registration No. 333-230256
Registration No. 333-225871
Registration No. 333-219387
Registration No. 333-210312
Registration No. 333-202069
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-272500
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-257007
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-232002
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-230256
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-225871
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-219387
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-210312
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION
STATEMENT NO. 333-202069
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BELLEROPHON THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
47-3116175 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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20 Independence Boulevard, Suite 402
Warren, New Jersey |
07059 |
(Address of Principal Executive Offices) |
(Zip Code) |
Bellerophon Therapeutics, Inc. 2015 Equity Incentive
Plan
Bellerophon Therapeutics, Inc. 2014 Equity Incentive
Plan
Inducement Stock Option Award for Fabian Tenenbaum
Assumed Ikaria Holdings, Inc. 2007 Stock Option
Plan
Assumed Amended and Restated Ikaria Holdings,
Inc. 2010 Long Term Incentive Plan
(Full title of the plans)
Peter Fernandes
Chief Executive Officer
Bellerophon Therapeutics, Inc.
20 Independence Boulevard, Suite 402
Warren, New Jersey 07059
(Name and address of agent for service and telephone
number, including area code, of agent for service)
Copies to:
Jeffrey Schultz, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
PC
919 Third Avenue
New York, New York 10022
(212) 935-3000
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 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 (Check one):
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
¨ (Do not check if a smaller reporting company) |
Smaller reporting company |
x |
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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. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (“Post-Effective Amendment
No. 1”), filed by Bellerophon Therapeutics, Inc., a Delaware corporation (the “Company”), removes from registration
all shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) registered under the
following Registration Statements on Form S-8 filed by the Company (each a “Registration Statement,” and collectively,
the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “Commission”),
pertaining to the registration of shares of Common Stock offered under certain employee benefit and equity plans and agreements:
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Registration Statement on Form S-8 (No. 333-272500), filed with the Commission on June 7, 2023, pertaining to the registration of 609,985 shares of Common Stock of the Company, relating to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”). |
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Registration Statement on Form S-8 (No. 333-257007), filed with the Commission on June 11, 2021, pertaining to the registration of 200,000 shares of Common Stock of the Company, relating to the 2015 Plan. |
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Registration Statement on Form S-8 (No. 333-232002), filed with the Commission on June 7, 2019, pertaining to the registration of 500,000 shares of Common Stock of the Company, relating to the 2015 Plan. |
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Registration Statement on Form S-8 (No. 333-230256), filed with the Commission on March 14, 2019, pertaining to the registration of 200,000 shares of Common Stock of the Company, relating to the 2015 Plan. |
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Registration Statement on Form S-8 (No. 333-225871), filed with the Commission on June 25, 2018, pertaining to the registration of 40,613 shares of Common Stock of the Company, relating to the 2015 Plan. |
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Registration Statement on Form S-8 (No. 333-219387), filed with the Commission on July 21, 2017, pertaining to the registration of 477,103 shares of Common Stock of the Company, relating to the 2015 Plan. |
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Registration Statement on Form S-8 (No. 333-210312), filed with the Commission on March 21, 2016, pertaining to the registration of 40,630 shares of Common Stock of the Company, relating to the 2015 Plan and the Inducement Stock Option Award for Fabian Tenenbaum. |
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Registration Statement on Form S-8 (No. 333-333-202069), filed with the Commission on February 13, 2015, pertaining to the registration of 105,761 shares of Common Stock of the Company, relating to the 2015 Equity Incentive Plan, 2014 Equity Incentive Plan, Assumed Ikaria Holdings, Inc. 2007 Stock Option Plan and Assumed Amended and Restated Ikaria Holdings, Inc. 2010 Long Term Incentive Plan. |
All of the share numbers set forth above reflect a 1-for-15 reverse
stock split effected on February 7, 2020.
As previously disclosed in a Form 8-K filed with the Commission on
October 13, 2023, the board of directors of the Company (the “Board”) approved a plan of liquidation and dissolution
of the Company (the “Plan of Dissolution”), subject to the approval of the Company’s stockholders. As a result
of the proposed dissolution, the Company has terminated all offerings of its securities pursuant to its existing registration statements,
including the Registration Statements. The Company hereby terminates the effectiveness of the Registration Statements and removes and
withdraws from registration all securities of the Company registered under the Registration Statements that remain unsold 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 this
Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Warren, State of New Jersey, on this 16th day of
October, 2023.
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BELLEROPHON THERAPEUTICS, INC. |
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By: |
/s/ Peter Fernandes |
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Name: Peter Fernandes |
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Title: Chief Executive Officer(Principal Executive
Officer) |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 1 to the Registration Statements on Form S-8 has been signed by the following person in the capacity and on the date indicated.
Signatures |
Capacity |
Date |
/s/ Naseem Amin
Naseem Amin |
Director |
October 16, 2023 |
/s/ Mary Ann Cloyd
Mary Ann Cloyd |
Director |
October 16, 2023 |
/s/ Scott P. Bruder
Scott P. Bruder |
Director |
October 16, 2023 |
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