As filed with the Securities and Exchange Commission on March 30, 2009
 
Registration No. 333-09349
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
POST-EFFECTIVE AMENDMENT NO. 7 TO FORM SB-2/A
 
ON
 
FORM S-1
 
 
REGISTRATION STATEMENT
UNDER THE SECURITIES
ACT OF 1933
 
AVAX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
13-3575874
(State or other jurisdiction
of incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
2000 Hamilton Street, Suite 204
Philadelphia, PA  19130
 
19130
(Address of Principal Executive Offices)
 
(Zip Code)
     
Francois R. Martelet, M.D.
President and Chief Executive Officer
2000 Hamilton Street, Suite 204
Philadelphia, PA  19130
(215) 241-9760
 
Copies to:
Faith L. Charles, Esq.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Chrysler Center
666 Third Avenue
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
New York, NY  10017
(212) 935-3000
 
Not Applicable
(Approximate date of commencement of proposed sale to the public)

 
DEREGISTRATION OF UNSOLD SECURITIES
 
On August 1, 1996, Avax Technologies, Inc. (the “Company”) filed a Registration Statement on Form SB-2 (File No. 333-09349), as amended (the “Registration Statement”), to register  (i) 1,209,234 shares of the Company's common stock, par value $.004 per share (the "Common Stock"); (ii) 5,096,785 shares of Common Stock issuable upon conversion of currently outstanding shares of Series B Convertible Preferred Stock, par value $.01 per share, of the Company ("Series B Preferred Stock"); and (iii) 49,229 shares of Common Stock issuable upon (a) the conversion of shares of Series B Preferred Stock of the Company and (b) the exercise of warrants issued to the designees of the placement agent for certain bridge financing transactions. This offering has been terminated because the Company intends to deregister its Common Stock under the Securities Exchange Act of 1934, as amended.  Consequently, in accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offering, the Company hereby removes from registration the securities of the Company that are registered but unsold under the Registration Statement.
  
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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 the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment No. 7 to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, State of Pennsylvania on March 30, 2009.
 
 
  AVAX TECHNOLOGIES, INC.  
       
 
      /s/  Francois R. Martelet, M.D.       
    Francois R. Martelet, M.D.                                            
    President and Chief Executive Officer  
       
 
 
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 7 to Form SB-2/A on Form S-1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
 
Signature
 
Title
 
Date
         
/s/ Francois R. Martelet, M.D.
 
President, Chief Executive Officer and Director
 
March 30, 2009
     Francois R. Martelet, M.D.
  (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)    
         
/s/ John K.A. Prendergast, Ph.D.
 
Chairman of the Board and Director
 
March 30, 2009
     John K.A. Prendergast, Ph.D.
       
         
/s/ Andrew Dahl
 
Director
 
March 30, 2009
     Andrew Dahl
       
         
/s/ Carl Spana, Ph.D.
 
Director
 
March 30, 2009
     Carl Spana, Ph.D.
       
         
/s/ Edson D. de Castro
 
Director
 
March 30, 2009
     Edson D. de Castro
       


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