As filed with the Securities and Exchange Commission on December 31, 2015
Registration No. 333-208331
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, DC 20549
Post-Effective Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
GALENA BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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20-8099512 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
2000 Crow Canyon Place, Suite 380
San Ramon, California 94583
(855) 855-4253
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
Mark W.
Schwartz, Ph.D.
President and Chief Executive Officer
Galena Biopharma, Inc.
2000 Crow Canyon Place, Suite 380
San Ramon, California 94583
(855) 855-4253
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Thomas Knapp |
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Dale E. Short |
General Counsel |
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Darren T. Freedman |
Galena Biopharma, Inc. |
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TroyGould PC |
2000 Crow Canyon Place, Suite 380 |
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1801 Century Park East, 16th Floor |
San Ramon, California 94583 |
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Los Angeles, CA 90067 |
(855) 855-4253 |
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(310) 553-4441 |
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following
box. ¨
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box. x
If this Form is filed to register additional securities for an offering pursuant to
Rule 462(b) 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(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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing
with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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):
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Large accelerated filer |
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Accelerated filer |
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x |
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Non-accelerated filer |
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¨ (Do not check if a small reporting company) |
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Smaller reporting company |
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¨ |
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 Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Galena Biopharma, Inc. (Galena) is filing this Post-Effective Amendment No. 1 (this Amendment) to its Registration
Statement on Form S-3 (the Original Filing), which was filed with the Securities and Exchange Commission on December 4, 2015 and declared effective on December 22, 2015, for the sole purpose of adding to Exhibit 23.3 the
signature of BDO USA, LLP, which was inadvertently omitted from Exhibit 23.3 filed with the Original Filing.
Except as described above,
this Amendment effects no change to the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing date of December 4, 2015.
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-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, State of California, on December 30, 2015.
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GALENA BIOPHARMA, INC. |
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By: |
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/s/ Mark W. Schwartz |
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Mark W. Schwartz, Ph.D. |
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President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed
by the following persons in the capacities and on the dates indicated:
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Signature |
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Title |
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Date |
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/s/ Mark W. Schwartz
Mark W. Schwartz |
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President and Chief Executive Officer |
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December 30, 2015 |
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/s/ Ryan Dunlap
Ryan Dunlap |
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Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) |
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December 30, 2015 |
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/s/ Sanford J. Hillsberg*
Sanford J. Hillsberg |
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Chairman of the Board |
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December 30, 2015 |
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/s/ William L. Ashton*
William L. Ashton |
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Director |
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December 30, 2015 |
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/s/ Richard Chin*
Richard Chin, M.D. |
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Director |
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December 30, 2015 |
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/s/ Irving M. Einhorn*
Irving M. Einhorn |
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Director |
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December 30, 2015 |
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/s/ Steven S. Galliker*
Steven S. Galliker |
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Director |
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December 30, 2015 |
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/s/ Steven A. Kriegsman*
Steven A. Kriegsman |
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Director |
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December 30, 2015 |
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/s/ Rudolph Nisi*
Rudolph Nisi, M.D. |
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Director |
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December 30, 2015 |
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*By: |
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/s/ Mark W. Schwartz |
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Mark W. Schwartz, Ph.D. |
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As Attorney-in-Fact |
EXHIBIT INDEX
The following exhibits are filed with this registration statement or are incorporated by reference as part of this registration statement:
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Exhibit Number |
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Description |
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23.3 |
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Consent of BDO USA, LLP. |
Exhibit 23.3
Consent of Independent Registered Public Accounting Firm
Galena Biopharma, Inc.
San Ramon, California
We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated March 12, 2013,
relating to the consolidated financial statements of Galena Biopharma, Inc. appearing in the Companys Annual Report on Form 10-K/A for the year ended December 31, 2014.
We also consent to the reference to us under the caption Experts in the Prospectus.
/s/ BDO USA, LLP
Seattle, Washington
December 4, 2015
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