POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-3 REGISTRATION STATEMENT NO. 333-238300
Turning Point Therapeutics, Inc.
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Turning Point Therapeutics, Inc.
10628 Science Center Drive, Ste. 200
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| Large accelerated filer | ☒ | | Accelerated filer | ☐ |
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| Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
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| Emerging growth company | ☐ | | | |
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the following Registration Statement on Form S-3 (the “Registration Statement”) filed by Turning Point Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”):
| ● | Registration No. 333-238300, filed with the SEC on May 15, 2020, registering an indeterminate amount of (i) shares of common stock of the Company, $0.0001 par value per share (“Common Stock”), (ii) shares of preferred stock of the Company, $0.0001 par value per share (“Preferred Stock”), (iii) debt securities of the Company and (iv) warrants to purchase Common Stock, Preferred Stock and/or debt securities of the Company. |
On August 17, 2022, pursuant to the Agreement and Plan of Merger, dated as of June 2, 2022 (the “Merger Agreement”), by and among the Company, Bristol-Myers Squibb Company, a Delaware Corporation (“Bristol-Myers Squibb”), and Rhumba Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Bristol-Myers Squibb (“Purchaser”), Purchaser merged with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Bristol-Myers Squibb.
As a result of the transactions contemplated by the Merger Agreement, the Company has terminated all offerings and sales of its securities pursuant to the Registration Statement and, 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 registered under the Registration Statement that remain unsold at the termination of the offering, hereby terminates the effectiveness of the Registration Statement, and removes and withdraws from registration all securities registered pursuant to the Registration Statement that remain unsold as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to this Post-Effective Amendment, there will be no remaining securities registered by the Company pursuant to the Registration Statement.
SIGNATURE
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-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in Lawrenceville, New Jersey, on August 17, 2022.
| | TURNING POINT THERAPEUTICS, INC. |
| | | |
| | By: | | /s/ Kimberly Jablonski
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| | Name: | | Kimberly M. Jablonski |
| | Title: | | Vice President and Secretary |
Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.
