As filed with the Securities and Exchange Commission on June 10, 2020
Registration No. 333-188115
Registration No. 333-206303
Registration No. 333-211784
Registration No. 333-219796
Registration No. 333-226049
Registration No. 333-232445
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-188115
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-206303
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-211784
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-219796
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-226049
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-232445
UNDER THE SECURITIES ACT OF 1933
STEMLINE THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 45-0522567 |
(State or Other Jurisdiction
of Incorporation) | (IRS Employer
Identification No.) |
| | |
750 Lexington Avenue Eleventh Floor New York, New York | 10022 |
| (Address of Principal Executive Offices) | (Zip Code) |
Stemline Therapeutics, Inc. Amended and Restated 2004 Employee, Director and Consultant Stock Plan
Stemline Therapeutics, Inc. 2012 Equity Incentive Plan
Stemline Therapeutics, Inc. 2015 Employee Stock Purchase Plan
Stemline Therapeutics, Inc. 2016 Equity Incentive Plan
(Full title of plan)
Ivan Bergstein, M.D.
President and Chief Executive Officer
Stemline Therapeutics, Inc.
750 Lexington Avenue
Eleventh Floor
New York, New York 10022
(646) 502-2311
(Name, address and telephone number of agent for service)
| Copies to: |
| |
Philip Richter Maxwell Yim
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000 |
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.
| Large accelerated filer | ¨ | Accelerated filer | x |
| | | | |
| Non-accelerated filer | ¨ | Smaller reporting company | x |
| | | | |
| | | 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. ¨
Explanatory Note
DEREGISTRATION OF SECURITIES
These post-effective amendments relate to the following Registration Statements of Stemline Therapeutics, Inc. (the “Company”) on Form S-8 (collectively, the “Registration Statements”):
| · | Registration Statement on Form S-8 (File No. 333-188115), registering 3,483,566 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), filed with the Securities and Exchange Commission on April 24, 2013; |
| · | Registration Statement on Form S-8 (File No. 333-206303), registering 500,000 shares of Common Stock, filed with the Securities and Exchange Commission on August 11, 2015; |
| · | Registration Statement on Form S-8 (File No. 333-211784), registering 4,312,932 shares of Common Stock, filed with the Securities and Exchange Commission on June 2, 2016; |
| · | Registration Statement on Form S-8 (File No. 333-219796), registering 1,200,000 shares of Common Stock, filed with the Securities and Exchange Commission on August 8, 2017; |
| · | Registration Statement on Form S-8 (File No. 333-226049), registering 2,900,000 shares of Common Stock, filed with the Securities and Exchange Commission on July 2, 2018; and |
| · | Registration Statement on Form S-8 (File No. 333-232445), registering 2,500,000 shares of Common Stock, filed with the Securities and Exchange Commission on June 28, 2019. |
On June 10, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of May 3, 2020, by and among the Company, Berlin-Chemie AG, a company formed under the laws of Germany (“Parent”), and Mercury Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), Purchaser merged with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger, by filing these post-effective amendments, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of each Registration Statement and 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, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused these post-effective amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on June 10, 2020.
| | STEMLINE THERAPEUTICS, INC. |
| | | |
| | By: | /s/ Ivan Bergstein, M.D. |
| | | Name: | Ivan Bergstein, M.D. |
| | | Title: | President and Chief Executive Officer |
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.
