As filed with the Securities and Exchange Commission on October 11, 2019
Registration No. 333-233378
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TFF PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 82-4344737 | ||
| (State or other jurisdiction of Incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (IRS Employer Identification Number) |
2600 Via Fortuna, Suite 360
Austin, Texas 78746
(737) 802-1973
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Glenn Mattes
President and Chief Executive Officer
TFF Pharmaceuticals, Inc.
2600 Via Fortuna, Suite 360
Austin, Texas 78746
(737) 802-1973
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Daniel K. Donahue, Esq. Christopher M. Piazza, Esq. Greenberg Traurig, LLP 3161 Michelson Drive, Suite 1000 Irvine, California 92612 Telephone: (949) 732-6557 | Kevin K. Leung, Esq. Dominador D. Tolentino, Jr., Esq. LKP Global Law, LLP 1901 Avenue of the Stars, Suite 480 Los Angeles, California 90067 Telephone: (424) 239-1890 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
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, 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 post-effective amendment filed pursuant to Rule 462(d) 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. ☐
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” in Rule 12b-2 of the Exchange Act. (Check one):
| 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 to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment, which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The sole purpose of this Amendment No. 3 (the “Amendment”) to the Registration Statement on Form S-1 (the “Registration Statement”) of TFF Pharmaceuticals, Inc. is to refile Exhibit 5.1 to the Registration Statement as indicated in Item 16(a) of Part II of this Amendment. No change is made to the preliminary prospectus constituting Part I of the Registration Statement or Items 13, 14, 15, 16(b) or 17 of Part II of the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note and Item 16(a) of Part II, including Exhibit 5.1, and the signature page of the Registration Statement.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
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| * | Previously filed |
| + | Indicates management compensatory plan, contract or arrangement |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, Texas on this 11th day of October 2019.
| TFF PHARMACEUTICALS, INC. | ||
| /s/ Glenn Mattes | ||
| Glenn Mattes Chief Executive Officer and Director (Principal Executive Officer) |
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Glenn Mattes | President, | October 11, 2019 | ||
| Glenn Mattes | Chief Executive Officer and Director (Principal Executive Officer) | |||
| /s/ Kirk Coleman | Chief Financial Officer, | October 11, 2019 | ||
| Kirk Coleman | Treasurer and Secretary (Principal Financial and Accounting Officer) | |||
| * | Chairman of the Board | October 11, 2019 | ||
| Aaron Fletcher, Ph.D. | ||||
| * | Director | October 11, 2019 | ||
| Brian Windsor, Ph.D. | ||||
| * | Director | October 11, 2019 | ||
| Robert S. Mills, Jr. | ||||
| * | Director | October 11, 2019 | ||
| Stephen C. Rocamboli | ||||
| * | Director | October 11, 2019 | ||
| Harlan Weisman, M.D. | ||||
| * | Director | October 11, 2019 | ||
| Randy Thurman |
| *By: | /s/ Glenn Mattes | |
| Glenn Mattes | ||
| Attorney-in-Fact |
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