As filed with the Securities and Exchange Commission on March 29, 2016
Registration No. 333-134746
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
on
FORM S-1
to
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PATHFINDER CELL THERAPY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 3842 | 14-1745197 |
| (State or other jurisdiction of | (Primary SIC Number) | (I.R.S. Employer |
| incorporation or organization) | Identification No.) |
12 Bow Street
Cambridge, Massachusetts 02138
(617) 245-0289
(Address, including zip code, and telephone number, including area code, of principal executive offices)
Richard L. Franklin, M.D., Ph.D.
12 Bow Street
Cambridge, Massachusetts 02138
(617) 245-0289
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Keith M. Moskowitz, Esq.
Eilenberg & Krause LLP
11 East 44th Street
New York, New York 10017
Tel. (212) 986-9700
Fax (212) 986-2399
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, 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 ¨ | Accelerated filer ¨ |
| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
EXPLANATORY NOTE
Pathfinder Cell Therapy, Inc. (the “Company”) is hereby filing this Post-Effective Amendment No. 2 on Form S-1 to the Company’s registration statement on Form S-3 (Registration No. 333-134746) (the “Registration Statement”) to remove from registration all securities of the Company that remain unsold under the Registration Statement. The Registration Statement was originally filed on Form SB-2 and declared effective on August 1, 2006, and then amended by Post-Effective Amendment No. 1 on Form S-3 which was declared effective on March 23, 2007.
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment on Form S-1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts on March 29, 2016.
| PATHFINDER CELL THERAPY, INC. | ||
| By: | /S/Richard L. Franklin | |
| Name: | Richard L. Franklin, M.D., Ph.D. | |
| Title: | Chief Executive Officer and | |
| President | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment on Form S-1 to the Registration Statement on Form S-3 has been signed by the following persons in the capacities and on the dates stated.
Signature | Title | Date | |
/S/Richard L. Franklin | |||
Richard L. Franklin, M.D., Ph.D. | Chief Executive Officer, President and Director (Principal Executive Officer) | March 29, 2016 | |
/S/John Benson | |||
John Benson | Chief Financial Officer (Principal Financial and Accounting Officer) | March 29, 2016 | |
/S/John Alam | |||
John Alam, M.D. | Director | March 29, 2016 | |
/S/John L. Brooks III | |||
John L. Brooks III | Director | March 29, 2016 | |
/S/Zen Chu | |||
Zen Chu | Director | March 29, 2016 | |
/S/Joerg Gruber | |||
Joerg Gruber | Director | March 29, 2016 | |
/S/Brock Reeve | |||
Brock Reeve | Director | March 29, 2016 | |
