Registration No. 333-145241
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
NEURO-HITECH, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 20-4121393 |
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
16255 Aviation Loop Drive
Brooksville, FL 34604
(Address of Principal Executive Offices)
David Ambrose
Chief Executive Officer
16255 Aviation Loop Drive
Brooksville, FL 34604
(Name and address of agent for service)
(352) 754-8587
(Telephone number, including area code, of agent for service)
Copy to:
Jeffrey E. Jordan, Esq.
Arent Fox LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5339
(202) 857-6000
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 file,” “accelerated filer and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):
Large accelerated filer ¨ | Accelerated filer ¨ |
| | |
Non-accelerated filer ¨ | Smaller reporting company x |
(Do not check if a smaller reporting company)
DEREGISTRATION OF SECURITIES
Neuro-Hitech, Inc. (the “Company”) is filing with the Securities and Exchange Commission (the “SEC”) this Post-Effective Amendment No. 1 in connection with the Form S-8 Registration Statement No. 333-145241, filed with the SEC on August 8, 2007 (the “Registration Statement”), pursuant to which the Company registered 2,750,000 shares of common stock, par value $0.001 per share, for issuance under the 2006 Incentive Stock Plan and 2006 Non-Employee Directors Stock Option Plan. This Post-Effective Amendment No. 1 to the Registration Statement is being filed solely to deregister any and all securities previously registered under the Registration Statement that remain unsold.
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-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, state of New York, on this 1st day of July 2009.
| | NEURO-HITECH, INC. | |
| | | | | |
| | By: | /s/ David Barrett | |
| | | | |
| | | Chief Financial Officer | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated.
| SIGNATURE | | TITLE | | DATE |
| | | | | |
| /s/ David Ambrose | | | | |
| David Ambrose | | President, Chief Executive Officer and Director | | July 1, 2009 |
| | | | | |
| /s/ David Barrett | | | | |
| David Barrett | | Chief Financial Officer | | July 1, 2009 |
| | | | | |
| /s/ John Abernathy* | | | | |
| John Abernathy | | Director | | July 1, 2009 |
| | | | | |
| /s/ Mark Auerbach* | | | | |
| Mark Auerbach | | Director | | July 1, 2009 |
| | | | | |
| /s/ David Dantzker* | | | | |
| David Dantzker | | Director | | July 1, 2009 |
| | | | | |
| | | | | |
| Gary Dutton | | Director | | |
| | | | | |
| | | | | |
| Kevin Esval | | Director | | |
| | | | | |
| /s/ Reuben Seltzer* | | | | |
| Reuben Seltzer | | Director | | July 1, 2009 |
| | | | | |
| * Signed pursuant to power of attorney previously filed | | | | |
| | | | | |
| By: /s/ David Barrett | | | | July 1, 2009 |
| David Barrett | | | | |
| | | | | |
