Forty Seven (FTSV) S-8 POSRegistration of securities for employees (post-effective amendment)

As filed with the Securities and Exchange Commission on April 7, 2020

Registration No. 333-225958

Registration No. 333-230585

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-225958

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-230585

UNDER THE SECURITIES ACT OF 1933

FORTY SEVEN, INC.

(Exact name of Registrant as specified in its charter)

Forty Seven, Inc. 2015 Equity Incentive Plan

Forty Seven, Inc. 2018 Equity Incentive Plan

Forty Seven, Inc. 2018 Employee Stock Purchase Plan

(Full title of plan)

Brett A. Pletcher, Esq.
Secretary

Forty Seven, Inc.

c/o Gilead Sciences, Inc.

333 Lakeside Drive

Foster City, CA 94404

650-574-3000

(Name, address and telephone number of agent for service)

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.

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.  x

Explanatory Note

DEREGISTRATION OF SECURITIES

These post-effective amendments relate to the following Registration Statements of Forty Seven, Inc. (the “Company”) on Form S-8 (collectively, the “Registration Statements”):

·                  Registration Statement on Form S-8 (File No. 333-225958), registering 6,813,968 shares of common stock of the Company, par value $0.0001 per share (“Common Stock”), filed with the Securities and Exchange Commission on June 28, 2018; and

·                  Registration Statement on Form S-8 (File No. 333-230585), registering 1,864,749 shares of Common Stock, filed with the Securities and Exchange Commission on March 28, 2019.

On April 7, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of March 1, 2020, by and among the Company, Gilead Sciences, Inc., a Delaware corporation (“Parent”), and Toro 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.