Post-effective Amendment to an S-8 Filing (s-8 Pos)
18 Abril 2019 - 7:05AM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on April 18, 2019
Registration No. 333-219703
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8
REGISTRATION STATEMENT NO. 333-219703
UNDER
THE SECURITIES ACT OF 1933
CLEMENTIA PHARMACEUTICALS INC.
(Exact name of registrant as specified
in its charter)
Canada
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2834
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98-1128564
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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1000 de la Gauchetiere Street West, Suite
1200
Montreal, Quebec, Canada H3B 4W5
(514) 940-3600
(Address, including zip code, and telephone
number, including area code, of Registrant’s principal executive offices)
_____________________________________________________________________________________________________
CLEMENTIA PHARMACEUTICALS INC. THIRD AMENDED
AND RESTATED STOCK OPTION PLAN
CLEMENTIA PHARMACEUTICALS INC. 2017 OMNIBUS INCENTIVE PLAN
CLEMENTIA PHARMACEUTICALS INC. EMPLOYEE STOCK PURCHASE PLAN
___________________________
(Full title of the plans)
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(302) 658-7581
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
With a copy to:
Katherine D. Ashley
Skadden, Arps, Slate, Meagher &
Flom LLP
1440 New York Ave NW
Washington D.C., 20005
Telephone: (202) 371-7706
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 definitions
of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging
growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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 UNSOLD SECURITIES
This Post-Effective Amendment (this “Post-Effective
Amendment”) relates to Registration No. 333-219703 of Clementia Pharmaceuticals Inc., a corporation existing under the
Canada
Business Corporations Act
(the “Company”), on Form S-8 (the “Registration Statement”), filed with the
U.S. Securities and Exchange Commission on August 4, 2017, covering an aggregate of 6,416,061 common shares, no par value, issuable
under the Clementia Pharmaceuticals Inc. Third Amended and Restated Stock Option Plan, the Clementia Pharmaceuticals Inc. 2017
Omnibus Incentive Plan and the Clementia Pharmaceuticals Inc. Employee Stock Purchase Plan.
On April 17, 2019, pursuant to that certain
arrangement agreement, dated as of February 24, 2019, among the Company, Ipsen S.A., a
société anonyme
existing
under the Laws of France (“Ipsen”), and 11188291 Canada Inc., a corporation existing under the
Canada Business Corporations
Act
and a wholly owned subsidiary of Ipsen, Ipsen acquired all of the outstanding shares of the Company (the “Plan of
Arrangement”).
As a result of the transactions contemplated
in the Plan of Arrangement the Company has terminated all offerings of the Company’s securities pursuant to the above-referenced
Registration Statement. The Company, by filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration
Statement and removes from registration any and all securities registered but unsold under the Registration Statement as of the
date hereof. This filing is made in accordance with an undertaking in Part II of the Registration Statement 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended (the “Securities Act”), 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 this Post-Effective Amendment to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Montreal, Province of Quebec, on this 18th day of April, 2019.*
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CLEMENTIA PHARMACEUTICALS INC.
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By:
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/s/ Steve Forte
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Name:
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Steve Forte
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Title:
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Chief Financial Officer
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* Pursuant to Rule 478 under the Securities Act no other person
is required to sign this Post-Effective Amendment No. 1.
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