ATNY Api Technologies Corp.

As filed with the Securities and Exchange Commission on April 22, 2016

Registration No. 333-136586

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 7 ON FORM S-3 TO

FORM S-1 REGISTRATION STATEMENT NO. 333-136586

UNDER

THE SECURITIES ACT OF 1933

API Technologies Corp.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or other jurisdiction of incorporation or organization)

98-0200798

(I.R.S. Employer Identification No.)

4705 S. Apopka Vineland Rd.

Suite 210

Orlando, Florida 32819

(407) 876-0279

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert Tavares

President and Chief Executive Officer

API Technologies Corp.

4705 S. Apopka Vineland Road, Suite 210

Orlando, FL 32819

(407) 876-0279

(Name, address, including zip code, and telephone number, including area code, of agent for service)

with a copy to:

Peter Schnur

Blank Rome LLP

The Chrysler Building

405 Lexington Avenue

New York, NY 10174

(212) 885-5435

Approximate date of commencement of proposed sale to the public: Not applicable.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:   ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:   ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.   ¨

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filter, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 7 on Form S-3 to Form S-1 relates to the Registration Statement on Form S-3 to Form S-1 (No. 333-136586) (the “Registration Statement”) of API Technologies Corp., a Delaware Corporation (the “Company”), originally filed by the Company with the Securities and Exchange Commission on Form S-1 on November 6, 2006 and subsequently amended by Post-Effective Amendment No. 6 on Form S-3 filed on May 20, 2011, as amended, registering a total of 1,024,474 shares of the Company’s common stock, $0.001 par value.

On April 22, 2016, pursuant to an Agreement and Plan of Merger, dated as of February 28, 2016, by and among RF1 Holding Company (“Parent”), RF Acquisition Sub, Inc., a wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, Merger Sub 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, the Company has terminated all offerings of the Company’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. 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 that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under the Registration Statement, if any. The Registration Statement is 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-3 and has duly caused this Post-Effective Amendment No. 7 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on April 22, 2016.

Note: No other person is required to sign this Post-Effective Amendment No. 7 in reliance on Rule 478 of the Securities Act of 1933, as amended.

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