Post-effective Amendment to an S-8 Filing (s-8 Pos)
21 Octubre 2016 - 4:14PM
Edgar (US Regulatory)
As filed with the Securities and Exchange
Commission on October 21, 2016.
Registration No. 333-205929
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-205929
CYNAPSUS THERAPEUTICS INC.
(Exact name of registrant as specified in
its charter)
Canada
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98-1226819
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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828 Richmond Street West,
Toronto, Ontario, M6J 1C9, Canada
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(Address of principal executive offices) (Zip Code)
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2016 AMENDED AND RESTATED STOCK OPTION PLAN
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(Full Title of the Plans)
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C T Corporation System
111 Eighth Avenue
New York, NY 10011
(212) 590-9070
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Copy to:
Gregory Bokar
Cynapsus Therapeutics Inc.
828 Richmond Street West
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Copy to:
Edward P. Bromley III
Princeton Forrestal Village
136 Main Street – Suite 250
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(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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Toronto, ON M6J1C9 Canada
(416) 703-2449
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Princeton, NJ 08540-7839
(609) 987-0050
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, 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.
Large accelerated filer
¨
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Accelerated filer
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Non-accelerated filer
x
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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DEREGISTRATION OF SECURITIES
This Post-Effective
Amendment No. 1 relates to the Registration Statement on Form S-8 filed on July 29, 2015 (File No. 333-205929) (the “Registration
Statement”) of Cynapsus Therapeutics Inc. (the “Registrant”), a corporation organized under the federal laws
of Canada, pertaining to the registration of 1,211,730 common shares of the Registrant issuable under the Cynapsus Therapeutics
Inc. 2016 Amended and Restated Stock Option Plan.
On October 21, 2016,
pursuant to the Arrangement Agreement (the “Arrangement Agreement”), dated as of August 31, 2016, by and among the
Registrant, Sunovion Pharmaceuticals Inc. (the “Parent”), a corporation organized under the laws of the State of Delaware,
and Sunovion CNS Development Canada ULC, an unlimited liability company existing under the laws of British Columbia, Canada (the
“Acquiror”), a wholly owned subsidiary of Parent, the Acquiror acquired all of the outstanding common shares of the
Registrant pursuant to a plan of arrangement under Canadian law (the “Arrangement”). The completion of the Arrangement
resulted in the Registrant becoming an indirect subsidiary of the Parent and a wholly owned subsidiary of the Acquiror.
As a result of the
completion of the Arrangement, the Registrant has terminated any offerings of securities pursuant to the Registration Statement.
In accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration by means of
a post-effective amendment any of the securities that had been registered which remain unsold at the termination of the offering,
the Registrant hereby removes from registration any securities of the Registrant registered but unsold under the Registration Statement
as of the date hereof.
SIGNATURE
Pursuant to the requirements
of the United States 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-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toronto, Ontario.
Dated: October 21, 2016
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Cynapsus Therapeutics Inc.
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By:
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/s/ Gregory Bokar
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Name:
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Gregory Bokar
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Title:
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Director
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Pursuant to the requirements of the Securities
Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons
in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/ Gregory Bokar
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Director
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October 21, 2016
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Gregory Bokar
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(principal executive officer)
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/s/ Stephen Freeman
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Director
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October 21, 2016
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Stephen Freeman
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(principal financial and accounting officer)
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/s/
Douglas Reynolds
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Director
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October 21, 2016
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Douglas Reynolds
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[ Signature Page to Form S-8 Post-Effective Amendment No. 1 ]
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