Post-effective Amendment Filed Solely to Add Exhibits to a Registration Statement (pos Ex)
May 16 2017 - 9:12AM
Edgar (US Regulatory)
As filed with the Securities
and Exchange Commission on May 16
, 2017
Registration No. 333-217963
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PROTAGENIC THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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06-1390025
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(State or other jurisdiction of
Incorporation or organization)
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(I.R.S. Employer Identification No.)
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149 Fifth Avenue, Suite 500, New York, New York
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10010
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(Address of Principal Executive Offices)
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(Zip Code)
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PROTAGENIC THERAPEUTICS, INC. 2016 EQUITY COMPENSATION PLAN
(Full title of the plan)
Alexander K. Arrow
Chief Financial Officer
149 Fifth Avenue, Suite 500
New York, NY 10010
(Name and address of agent for service)
212-994-8200
(Telephone number, including area code, of agent for service)
with copies of communications to:
Kenneth S. Goodwin, Esq.
Meister Seelig & Fein LLP
125 Park Avenue, 7
th
Floor
New York, NY 10017
(212) 655-3563
CALCULATION OF REGISTRATION FEE
No additional registration fee is due because no additional shares are being registered.
Explanatory Note
This Post-Effective Amendment No. 1 to Registration Statement No. 333-217963 is being filed to amend Exhibit 5.1, opinion of Meister Seelig & Fein LLP (“MSF”) regarding legality.
The Registration Statement filed by the Registrant on May 12, 2017 erroneously included correspondence from MSF instead of the requisite opinion regarding legality. To correct this error, the Registrant is filing this Post-Effective Amendment to include the opinion of MSF regarding legality.
The contents of Registration Statement No. 333-217963 (including all exhibits thereto) are hereby incorporated by reference.
Item 8.
Exhibits
The exhibit to be filed or included as part of this Post-Effective Amendment No. 1 is as follows:
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5.1
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Opinion of Meister Seelig & Fein re legality.
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23.1
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Consent of Meister Seelig & Fein LLP (included in Exhibit 5.1)
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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-8 and has duly caused this Post-Effective Amendment No 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 15
th
day of May, 2017.
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PROTAGENIC THERAPEUTICS, INC.
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By:
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/s/ Garo H. Armen
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Garo H. Armen
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Chairman
(Principal Executive Officer and
Duly Authorized Officer)
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Signatures
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Title
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Date
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/s/ Garo H. Armen
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Director and Chairman of the Board
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May 15, 2017
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Garo H. Armen
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(Principal Executive Officer)
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/s/ Alexander K. Arrow
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Chief Financial Officer
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May 15, 2017
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Alexander K. Arrow
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(Principal Financial Officer)
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/s/ *
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Director
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May 15, 2017
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Robert B. Stein
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/s/ *
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Director
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May 15, 2017
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Khalil Barrage
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/s/ *
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Director
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May 15, 2017
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Gregory H. Ekizian
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/s/ *
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Director
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May 15, 2017
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Joshua Silverman
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* By
: /s/ Garo H. Armen
Garo H. Armen
Attorney-in-fact
EXHIBIT INDEX
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Exhibit No.
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Description of Document
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5.1*
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Opinion of Meister Seelig & Fein re legality.
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23.1
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Consent of Meister Seelig & Fein LLP (included in Exhibit 5.1)
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*Filed herewith
II-3