Post-effective Amendment to Registration Statement (pos Am)
July 29 2016 - 2:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July
29, 2016
Registration No. 333-211263
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
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75-3254381
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(State or other jurisdiction of incorporation or
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(I.R.S. Employer
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organization)
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Identification Number)
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112 West 34th Street,
17th Floor, New York, New York, 10120
(212) 946-4856
(Address, including
zip code, and telephone number, including area code, of registrant’s principal executive offices)
________________
Molly Henderson,
Chief Financial Officer, Secretary
Lion Biotechnologies, Inc.
112 West 34
th
Street,
17
th
Floor, New York,
New York, 10120
(212) 946-4856
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
________________
With copies to:
Istvan Benko
TroyGould PC
1801 Century Park East, 16th 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.
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.
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):
Large accelerated filer
£
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Accelerated
filer
x
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Non-accelerated filer
£
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Smaller reporting company
£
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(Do not check if a smaller reporting company)
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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”) and
amends the registration statement initially filed on Form S-3 (File No. 333-211263) with the Securities and Exchange Commission
(the “Commission”) on May 10, 2016 (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 no securities were sold under the Registration Statement. Accordingly,
pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment
all of the securities (including shares of common stock, preferred stock, and warrants to purchase such common stock and/or preferred
stock) being registered which remain unsold, the Company hereby amends the Registration Statement to remove from registration all
of the securities
covered by the Registration Statement which remain unsold.
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-3 to be signed
on its behalf by the undersigned, thereunto duly authorized in the City of New York, State of New York, on July 29, 2016.
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LION BIOTECHNOLOGIES, INC.
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By:
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/s/ Molly Henderson
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Chief Financial Officer
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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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