As filed with the Securities and Exchange Commission on May 30, 2023
Registration No. 333-213072
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
Accelerate Diagnostics, Inc.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of
incorporation or organization) | 84-1072256 (I.R.S. Employer
Identification Number) |
3950 South Country Club Road, Suite 470
Tucson, Arizona 85714
(Address of principal executive offices, including zip code) |
Accelerate Diagnostics, Inc. 2016 Employee Stock Purchase Plan
(Full title of the plan)
Jack Phillips
President and Chief Executive Officer
3950 South Country Club Road, Suite 470
Tucson, Arizona 85714
(520) 365-3100
(Name, address and telephone number, including area code, of agent for service)
With a copy to:
Daniel M. Mahoney
Joshua Schneiderman
Snell & Wilmer L.L.P.
One East Washington Street, Suite 2700
Phoenix, Arizona 85004
(602) 382-6000
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 the 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 x | Smaller reporting company x |
| | 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. ¨
EXPLANATORY NOTE
On August 11, 2016, Accelerate Diagnostics, Inc., a Delaware corporation (the “Company”), filed a registration statement on Form S-8 (File No. 333-213072) (the “Registration Statement”) registering 500,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, to be issued to participants under the Accelerate Diagnostics, Inc. 2016 Employee Stock Purchase Plan (the “ESPP”). On February 21, 2023, the Company terminated the ESPP and, accordingly, this Post-Effective Amendment No. 1 to Form S-8 is being filed by the Company in order to deregister all Shares that were registered under the Registration Statement and remain unsold under the ESPP.
SIGNATURES
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 Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tucson, State of Arizona, on May 25, 2023.
| | ACCELERATE DIAGNOSTICS, INC. |
| | |
| | By: | /s/ Jack Phillips |
| | Name: | Jack Phillips |
| | Title: | President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date |
/s/ Jack Phillips Jack Phillips | President, Chief Executive Officer and Director
(Principal Executive Officer) | May 25, 2023 |
/s/ David Patience David Patience | Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer) | May 25, 2023 |
/s/ Hany Massarany Hany Massarany | Chairman of the Board of Directors | May 26, 2023 |
/s/ Marran H. Ogilvie Marran H. Ogilvie | Director | May 25, 2023 |
/s/ Wayne Burris Wayne Burris | Director | May 26, 2023 |
/s/ Louise Francesconi Louise Francesconi | Director | May 26, 2023 |
/s/ John Patience John Patience | Director | May 25, 2023 |
/s/ Jack Schuler Jack Schuler | Director | May 25, 2023 |
/s/ Matthew W. Strobeck, Ph.D. Matthew W. Strobeck, Ph.D. | Director | May 26, 2023 |
/s/ Jenny Regan Jenny Regan | Director | May 25, 2023 |
/s/ Mark Black Mark Black | Director | May 25, 2023 |
