As filed with the Securities and Exchange Commission on February 23, 2024
Registration Nos. 333-201036; 333-216656;333-218772; 333-220170; 333-223636; 333-225554; 333-231272; 333-232304; 333-232774; 333-236149; 333-241675; 333-258778; 333-266781
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-201036
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-216656
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-218772
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-220170
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-223636
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-225554
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-231272
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-232304
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-232774
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-236149
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-241675
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-258778
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-266781
UNDER
THE SECURITIES ACT OF 1933
Bellicum Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| | | |
| Delaware | | 20-1450200 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification No.) |
| | |
3730 Kirby Drive, Suite 1200 Houston, TX | | 77098 |
| (Address of principal executive offices) | | (Zip Code) |
| | | | | |
2006 Stock Option Plan
2011 Stock Option Plan
2014 Equity Incentive Plan
2014 Employee Stock Purchase Plan
2019 Equity Incentive Plan
(Full titles of the plans)
Richard A. Fair
President and Chief Executive Officer
Bellicum Pharmaceuticals, Inc.
3730 Kirby Drive, Suite 1200
Houston, TX 77098
(281) 454-3424
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Matt Browne
Cooley LLP
10265 Science Center Drive
San Diego, California 92121
(858) 550-6000
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 | | ☐ |
| | | | |
| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | | |
| | | | | 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
These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (each, a “Registration Statement” and, collectively, the “Registration Statements”), previously filed by Bellicum Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”):
| ● | Registration Statement on Form S-8 (File No. 333-201036), originally filed with the SEC on December 18, 2014, pertaining to the registration of 167,056 shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), issuable under the Bellicum Pharmaceuticals, Inc. 2006 Stock Option Plan (the “2006 Stock Option Plan”), 2,449,090 shares of Common Stock issuable under the Bellicum Pharmaceuticals, Inc. 2011 Stock Option Plan (the “2011 Stock Option Plan”), 5,582,970 shares of Common Stock issuable under the Bellicum Pharmaceuticals, Inc. 2014 Equity Incentive Plan (the “2014 Equity Incentive Plan”) and 550,000 shares of Common Stock issuable under the Bellicum Pharmaceuticals, Inc. 2014 Employee Stock Purchase Plan (the “2014 Employee Stock Purchase Plan”); |
| ● | Registration Statement on Form S-8 (File No. 333-216656), originally filed with the SEC on March 13, 2017, pertaining to the registration of an additional 500,000 shares of Common Stock issuable under the 2014 Equity Incentive Plan; |
| ● | Registration Statement on Form S-8 (File No. 333-218772), originally filed with the SEC on June 15, 2017, pertaining to the registration of an additional 3,100,000 shares of Common Stock issuable under the 2014 Equity Incentive Plan; |
| ● | Registration Statement on Form S-8 (File No. 333-220170), originally filed with the SEC on August 25, 2017, pertaining to the registration of an additional 145,000 shares of Common Stock issuable under the 2014 Equity Incentive Plan; |
| ● | Registration Statement on Form S-8 (File No. 333-223636), originally filed with the SEC on March 13, 2018, pertaining to the registration of an additional 205,000 shares of Common Stock issuable under the 2014 Equity Incentive Plan; |
| ● | Registration Statement on Form S-8 (File No. 333-225554), originally filed with the SEC on June 11, 2018, pertaining to the registration of an additional 130,000 shares of Common Stock issuable under the 2014 Equity Incentive Plan; |
| ● | Registration Statement on Form S-8 (File No. 333-231272), originally filed with the SEC on May 8, 2019, pertaining to the registration of an additional 650,000 shares of Common Stock issuable under the 2014 Equity Incentive Plan; |
| ● | Registration Statement on Form S-8 (File No. 333-232304), originally filed with the SEC on June 24, 2019, pertaining to the registration of 8,505,401 shares of Common Stock issuable under the Bellicum Pharmaceuticals, Inc. 2019 Equity Incentive Plan (the “2019 Equity Incentive Plan”); |
| ● | Registration Statement on Form S-8 (File No. 333-232774), originally filed with the SEC on July 23, 2019, pertaining to the registration of an additional 500,000 shares of Common Stock issuable under the 2019 Equity Incentive Plan; |
| ● | Registration Statement on Form S-8 (File No. 333-236149), originally filed with the SEC on January 29, 2020, pertaining to the registration of an additional 6,000,000 shares of Common Stock issuable under the 2019 Equity Incentive Plan; |
| ● | Registration Statement on Form S-8 (File No. 333-241675), originally filed with the SEC on August 6, 2020, pertaining to the registration of an additional 800,000 shares of Common Stock issuable under the 2019 Equity Incentive Plan; |
| ● | Registration Statement on Form S-8 (File No. 333-258778), originally filed with the SEC on August 13, 2021, pertaining to the registration of an additional 500,000 shares of Common Stock issuable under the 2019 Equity Incentive Plan; and |
| ● | Registration Statement on Form S-8 (File No. 333-266781), originally filed with the SEC on August 11, 2022, pertaining to the registration of an additional 2,250,000 shares of Common Stock issuable under the 2019 Equity Incentive Plan. |
On November 9, 2023, the Company’s board of directors approved the liquidation and dissolution of the Company pursuant to a Plan of Dissolution (the “Plan of Dissolution”), and the Company’s stockholders approved the Plan of Dissolution at the special meeting of the stockholders held on February 20, 2024.
In connection with the Plan of Dissolution, the Company is terminating any and all offerings of the Company’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with 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 for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all such securities of the Company registered pursuant to the Registration Statements that remain unsold as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities.
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-8 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 Burlingame, State of California, on February 23, 2024.
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| | BELLICUM PHARMACEUTICALS, INC. |
| | |
| | By: | /s/ Richard A. Fair |
| | Name: | Richard A. Fair |
| | Title: | Principal Executive and Financial Officer |
No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
