Post-effective Amendment to Registration Statement (pos Am)
November 23 2015 - 6:04AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on November 20, 2015
Registration No. 333-201533
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SIGNAL GENETICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
8071 |
47-1187261 |
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification No.) |
Signal Genetics, Inc.
5740 Fleet Street
Carlsbad, California
(760) 537-4100
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive office)
Samuel D. Riccitelli
President and Chief Executive Officer
Signal Genetics, Inc.
5740 Fleet Street Carlsbad, California
(760) 537-4100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Daniel I. Goldberg, Esq.
Cooley LLP
1114 Avenue of the Americas
New York, New York 10036
Telephone: (212) 479-6000
Facsimile: (212) 479-6275 |
Approximate date of commencement of proposed sale
to the public: As soon as practicable after this Registration Statement is declared 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, as amended, check the
following box: o
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: o
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) 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: o
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: o
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 o |
Accelerated filer o |
Non-accelerated filer o (Do not check if smaller reporting company) |
Smaller reporting company x |
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 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.
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 (“Post-Effective
Amendment No. 1”) is filed by Signal Genetics, Inc. (the “Company”), and amends the registration statement
initially filed on Form S-1 (Registration No. 333-201533) with the Securities and Exchange Commission (the
“Commission”) on January 15, 2015 (as amended, the “Registration Statement”). The Registration
Statement registered 3,857,141 shares of common stock, $0.01 par value per share (the “Common Stock”), including
160,714 shares of common stock issuable upon the exercise of the representative’s warrants and 482,142 shares of common
stock issuable upon the underwriters’ exercise of their over-allotment option in full). The Registration Statement was
declared effective on February 17, 2015. The Company files this Post-Effective Amendment No. 1 to the Registration Statement
to deregister, as of the effectiveness of this post-effective amendment, the representative’s warrants and all shares
of Common Stock underlying the representative’s warrants. We are deregistering such securities because, as of the
effective date hereof, the representative’s warrants and the shares of Common Stock issuable upon the exercise of the
representative’s warrants is being registered under a subsequent registration statement on Form S-3 (Registration No.
333-205618).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned,
thereunto duly authorized in the City of Carlsbad, State of California, on November 20, 2015.
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SIGNAL GENETICS, INC. |
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By: |
/s/ Samuel
D. Riccitelli |
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Name: Samuel D. Riccitelli |
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Title: President and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 has been signed by the following persons in the capacities and on the date indicated.
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Date |
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/s/ Samuel D. Riccitelli |
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President, Chief Executive Officer and Director |
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November 20, 2015 |
Samuel D. Riccitelli |
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(Principal Executive Officer) |
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/s/ Tamara A. Seymour |
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Chief Financial Officer |
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November 20, 2015 |
Tamara A. Seymour |
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(Principal Financial Officer and Principal Accounting Officer) |
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Chairman of the Board of Directors |
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November 20, 2015 |
Bennett S. LeBow |
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Director |
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November 20, 2015 |
David A. Gonyer, R. Ph. |
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Director |
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November 20, 2015 |
Douglas A. Schuling |
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Director |
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November 20, 2015 |
Robin L. Smith, M.D. |
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* By: |
/s/ Samuel D. Riccitelli |
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Samuel D. Riccitelli |
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Attorney-in-Fact |
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