UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15F
CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A
CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-38281
PHAXIAM Therapeutics S.A.
(Exact name of Issuer as specified in its charter)
60 Avenue Rockefeller
69008 Lyon France
Tel: +33 4 78 74 44 38
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
American Depositary Shares, each representing one ordinary share, nominal value €1.00 per share
Ordinary Shares, nominal value €1.00 per share*
(Title of each class of securities covered by this Form)
| * | Not for trading, but only in connection with the registration of the American Depositary Shares. Securities registered or to be registered pursuant to Section 12(g) of the Act. |
Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:
| Rule 12h-6(a) ☒ | Rule 12h-6(d) ☐ | |
| (for equity securities) | (for successor registrants) | |
| Rule 12h-6(c) ☐ | Rule 12h-6(i) ☐ | |
| (for debt securities) | (for prior Form 15 filers) | |
Item 1. Exchange Act Reporting History
| A. | PHAXIAM Therapeutics S.A. (formerly known as ERYTECH Pharma S.A.) (the “Company” or “PHXM”) first incurred the duty to file reports under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on November 9, 2017, the date that the Company’s Registration Statement on Form F-1 relating to its ordinary shares (the “Ordinary Shares”) and American Depositary Shares (“ADSs”) was declared effective by the Securities and Exchange Commission (the “Commission”). Prior to March 11, 2024, the ADSs, each representing one Ordinary Share, were listed on The Nasdaq Capital Market (“Nasdaq”). On March 1, 2024, the Company filed a Form 25 informing the Commission that the Company had determined to voluntarily delist the ADSs from Nasdaq. |
| B. | The Company has filed or submitted all reports required under Section 13(a) or Section 15(d) of the Exchange Act and the corresponding Commission rules for the 12 months preceding the filing of this Form 15F. The Company has filed at least one annual report under Section 13(a) of the Exchange Act. |
Item 2. Recent United States Market Activity
The Company’s securities were last sold in the United States in a registered offering under the Securities Act of 1933, as amended, on December 14, 2021. Pursuant to a Registration Statement on Form F-3 (File No. 333-259690) filed with the Securities and Exchange Commission on September 21, 2021 (the “F-3 Registration Statement”) and a related prospectus supplement dated December 14, 2021, the Company sold units consisting of ADSs and warrants to purchase ordinary shares in a registered direct offering.
On March 1, 2024, the Company filed a post-effective amendment to the F-3 Registration Statement terminating the registration of the unsold securities registered thereon, which post-effective amendment was declared effective on March 5, 2024.
Item 3. Foreign Listing and Primary Trading Market
| A. | The Ordinary Shares trade under the symbol “PHXM” on Euronext Paris, which constitutes the primary trading market for such securities. |
| B. | The Ordinary Shares were initially listed for trading on Euronext Paris in May 2013, which listing has been maintained in excess of 12 months preceding the filing of this form. |
| C. | Approximately 82% of worldwide trading volume in the Ordinary Shares and ADSs, considered as a single class of securities, occurred in France during the 12 months from March 1, 2023 to February 29, 2024. |
Item 4. Comparative Trading Volume Data
Not applicable.
Item 5. Alternative Record Holder Information
As of January 9, 2024, there were 17 holders of record of the Ordinary Shares and ADSs, considered as a single class of securities, who were resident in the United States. In assessing the number of holders of record who are United States residents, the Company has relied on ABN-AMRO, an independent information services provider.
Item 6. Debt Securities
Not applicable.
Item 7. Notice Requirement
| A. | As required by Rule 12h-6(h), the Company published a notice disclosing its intent to terminate its duty to file reports under section 13(a) and section 15(d) of the Exchange Act on March 11, 2024. |
| B. | The notice was disseminated in the United States by means of a press release via GlobeNewswire. A copy of the press release is attached as Exhibit 99.1 to this Form 15F. |
Item 8. Prior Form 15 Filers
Not applicable.
PART II
Item 9. Rule 12g3-2(b) Exemption
The Company will publish the information required by Rule 12g3-2(b)(1)(iii), in English, on its website at www.phaxiam.com.
PART III
Item 10. Exhibits
Attached as Exhibit 99.1 to this Form 15F is a copy of the notice, required by Rule 12h-6(h) (17 CFR 240.12h-6(h)), disclosing the Company’s intent to terminate its duty to file reports under section 13(a) and 15(d) of the Exchange Act.
Item 11. Undertakings
The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:
| (1) | The average daily trading volume of its subject class of securities in the United States exceeded 5 percent of the average daily trading volume of that class of securities on a worldwide basis for the same recent 12-month period that the issuer used for purposes of Rule 12h-6(a)(4)(i); |
| (2) | Its subject class of securities was held of record by 300 or more United States residents or 300 or more persons worldwide, if proceeding under Rule 12h-6(a)(4)(ii) or Rule 12h-6(c); or |
| (3) | It otherwise did not qualify for termination of its Exchange Act reporting obligations under Rule 12h-6. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, PHAXIAM Therapeutics S.A. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, PHAXIAM Therapeutics S.A. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.
Date: March 11, 2024
PHAXIAM THERAPEUTICS S.A. | ||
| By: | /s/ Eric Soyer | |
| Name: | Eric Soyer | |
| Title: | Deputy Chief Executive Officer, Chief Financial Officer and Chief Operating Officer | |
