As filed with the Securities and Exchange Commission on October 13, 2020
Registration No. 333-238559
Registration No. 333-231613
Registration No. 333-228969
Registration No. 333-225730
Registration No. 333-219290
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-238559
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-231613
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-228969
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-225730
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-219290
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AKCEA THERAPEUTICS, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 47-2608175 | |
(State or other jurisdiction of incorporation or organization) | (IRS employer identification number) |
22 Boston Wharf Road, 9th Floor
Boston, Massachusetts 02210
(617) 207-0202
(Address of principal executive offices)
Akcea Therapeutics, Inc. 2015 Equity Incentive Plan
Akcea Therapeutics, Inc. 2017 Employee Stock Purchase Plan
(Full title of the Plans)
Brett Monia
President
Akcea Therapeutics, Inc.
c/o Ionis Pharmaceuticals, Inc.
2855 Gazelle Court
Carlsbad, CA 92010
(760) 931-9200
(Name, address and telephone number of Agent for Service)
Copies to:
Graham Robinson
Laura Knoll
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street
Boston, MA 02116
(617) 573-4850
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.
Large accelerated filer ☐ | Accelerated filer ☒ | |||||
Non-accelerated filer ☐ | Smaller reporting company ☐ | |||||
Emerging growth company ☒ |
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 SECURITIES
These Post-Effective Amendments (these “Post-Effective Amendments”) filed by Akcea Therapeutics, Inc., a Delaware corporation (the “Registrant”), deregister all shares of the Registrant’s common stock, $0.001 par value per share (the “Shares”), remaining unissued under the following Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):
• | Registration Statement on Form S-8 (No. 333-238559) pertaining to the registration of an aggregate of 5,500,000 Shares, issuable under the Registrant’s 2015 Equity Incentive Plan and 2017 Employee Stock Purchase Plan, which was filed with the SEC on May 21, 2020. |
• | Registration Statement on Form S-8 (No. 333-231613) pertaining to the registration of 500,000 Shares, issuable under the Registrant’s 2017 Employee Stock Purchase Plan, which was filed with the SEC on May 20, 2019. |
• | Registration Statement on Form S-8 (No. 333-228969) pertaining to the registration of 5,000,000 Shares, issuable under the Registrant’s 2015 Equity Incentive Plan, which was filed with the SEC on December 21, 2018. |
• | Registration Statement on Form S-8 (No. 333-225730) pertaining to the registration of an aggregate of 5,500,000 Shares, issuable under the Registrant’s 2015 Equity Incentive Plan and 2017 Employee Stock Purchase Plan, which was filed with the SEC on June 20, 2018. |
• | Registration Statement on Form S-8 (No. 333-219290) pertaining to the registration of an aggregate of 9,000,000 Shares, issuable under the Registrant’s 2015 Equity Incentive Plan and 2017 Employee Stock Purchase Plan, which was filed with the SEC on July 14, 2017. |
Pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated as of August 30, 2020, among the Registrant, Ionis Pharmaceuticals, Inc. a Delaware corporation (“Ionis”), and Avalanche Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Ionis (“Purchaser”), Purchaser was merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation and a wholly owned subsidiary of Ionis. The Merger became effective on October 13, 2020.
In connection with the closing of the Merger, the offerings pursuant to the Registration Statements have been terminated. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all Shares registered under the Registration Statements but not sold under the Registration Statements.
The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 31, 2020.
2
SIGNATURE
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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California on October 13, 2020.
Akcea Therapeutics, Inc. | ||
By: | /s/ Elizabeth L. Hougen | |
Name: Elizabeth L. Hougen | ||
Title: Treasurer and Director |
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.