As filed with the Securities and Exchange
Commission on March 19, 2021
Registration Nos. 333-230357
333-228748
333-219108
333-212809
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to Form S-3, Registration Statement No. 333-230357
Post-Effective Amendment No. 1 to Form
S-3, Registration Statement No. 333-228748
Post-Effective Amendment No. 1 to Form
S-3, Registration Statement No. 333-219108
Post-Effective Amendment No. 1 to Form
S-3, Registration Statement No. 333-212809
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NEOS THERAPEUTICS, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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27-0395455
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(State or other jurisdiction of
incorporation)
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(IRS Employer
Identification No.)
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2940 N. Highway 360
Grand Prairie, TX 75050
(972) 408-1300
(Address, including zip code, of principal
executive offices)
Joshua Disbrow, Chief Executive Officer
Neos Therapeutics, Inc.
2940 N. Highway 360
Grand Prairie, TX 75050
(972) 408-1300
(Name and address, including zip code, and
telephone number, including area code, of agent for service)
With copies to:
Nolan S. Taylor
Anthony W. Epps
Troy M. Keller
Dorsey & Whitney LLP
111 South Main St., Suite 2100
Salt Lake City, Utah 84111
(801) 933-7360
Approximate date of commencement of proposed sale to the
public: Not applicable.
If the only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please 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, please 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, a smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.:
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE-DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Post-Effective
Amendment”) relates to the following Registration Statements on Form S-3 (each, a “Registration Statement”
and, collectively, the “Registration Statements”) previously filed by Neos Therapeutics, Inc., a Delaware corporation
(the “Registrant”) with the Securities and Exchange Commission (the “SEC”):
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Registration Statement No. 333-212809 filed with the SEC on August 1, 2016;
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Registration Statement No. 333-219108 filed with the SEC on June 30, 2017;
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Registration Statement No. 333-228748 filed with the SEC on December 11, 2018; and
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Registration Statement No. 333-230357 filed with the SEC on March 18, 2019.
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On March 19, 2021, pursuant to the terms of the Agreement
and Plan of Merger, dated as of December 10, 2020, by and among the Registrant, Aytu BioScience, Inc., a Delaware corporation
(“Parent”), and Neutron Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent
(“Merger Sub”), Merger Sub merged with and into the Registrant (the “Merger”), with the Registrant
continuing as the surviving corporation and a wholly-owned subsidiary of Parent. As a result of the Merger, the offerings pursuant
to the Registration Statements have been terminated. In accordance with an undertaking made by the Registrant in the Registration
Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration
Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all of the securities
registered but unsold under the Registration Statements as of the date hereof, if any. The Registration Statements are hereby amended,
as appropriate, to reflect the deregistration of such securities.
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 Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Englewood, State of Colorado, on March 19, 2021.
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NEOS THERAPEUTICS, INC.
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By:
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/s/ Joshua Disbrow
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Name:
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Joshua Disbrow
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Title:
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Chief Executive Officer
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No other person is required to sign this Post-Effective Amendment
in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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