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. ☐
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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.
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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
This Post-Effective Amendment No. 1 relates to the following Registration Statement on Form S-3 (the “Registration Statement”) filed with the Securities and Exchange Commission on July 24, 2015, and amended on August 18, 2015, by Genesis Healthcare, Inc., a Delaware corporation (“Genesis” or the “Registrant”):
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Registration Statement on Form S-3, File No. 333-205851, and Amendment No. 1 to the same, registering (a) (i) Class A common stock, (ii) preferred stock, (iii) warrants to purchase preferred stock, common stock, or other securities, and (iv) depositary shares representing an interest in preferred stock, the aggregate offering price of all such securities sold to not exceed $100,000,000, and (b) the resale by certain selling stockholders of up to an aggregate of $300,000,000 of Class A common stock.
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Effective as of March 8, 2021, in connection with that certain investment agreement, dated March 2, 2021, by and among Genesis, FC-GEN Operations Investment, LLC, and ReGen Healthcare, LLC (the “Investment Agreement”), Genesis is terminating all offers and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold or unissued at the termination of the offering, Genesis hereby amends the Registration Statement by deregistering all shares that remain unsold or unissued under such Registration Statement as of the date hereof.