As filed with the Securities and Exchange Commission on April 11, 2014   Registration No. 333-175184
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

Post-Effective Amendment No. 1 to
FORM S-3
on
FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LION BIOTECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Nevada
75-3254381
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
 
21900 Burbank Blvd, Third Floor
Woodland Hills, CA 91367
(818) 992-3126
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Dr. Manish Singh
Lion Biotechnologies, Inc.
21900 Burbank Boulevard, Third Floor
Woodland Hills, CA 91367
(818) 992-3126
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:
Istvan Benko
Steven Mehr
TroyGould PC
1801 Century Park East, 16 th Floor
Los Angeles, California 90067
(310) 553-4441
________________
 
Approximate date of commencement of proposed sale to the public : This Post-Effective Amendment is being filed to deregister all of the unsold securities previously registered under the Registration Statement.
 
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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. (Check one):
 
Large accelerated filer £
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EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
 
This Post-Effective Amendment No. 1 (“Post-Effective Amendment”) is filed by Lion Biotechnologies, Inc. (the “Company”), formerly Genesis Biopharma, Inc., and amends the registration statement initially filed on Form S-3 (File No. 333-175184) with the Securities and Exchange Commission (the “Commission”) on June 28, 2011 (the “Registration Statement”), registering securities of the Company to be sold using the “shelf registration” process under Rule 415 of the Securities Act of 1933, as amended.  Because the Company no longer satisfies the eligibility  requirements of Form S-3, the Company has filed this Post-Effective Amendment on Form S-1.
 
The offering of securities pursuant to the Registration Statement has been abandoned and was not completed.  Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the shares of common stock and/or warrants to purchase such common stock being registered which remain unsold, the Company hereby amends the Registration Statement to remove from registration the shares of common stock and/or warrants to purchase such common stock covered by the Registration Statement which remain unsold.
 

 
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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-1 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Woodland Hills, State of California, on April 11, 2014.
 
   
 
LION BIOTECHNOLOGIES, INC.
   
   
 
By:       /s/ Manish Singh                                                    
 
Manish Singh
 
President and Chief Executive Officer
   
   

 
Note: No other person is required to sign this Post-Effective Amendment No. 1 to Registration Statement in reliance upon Rule 478 under the Securities Act of 1933, as amended.

 

 
 
 
 
 
 
 
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