As filed with the Securities and Exchange Commission on September 4, 2018
Registration
No. 333-226467
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM
S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Novus Therapeutics, Inc.
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
2834
|
|
20-1000967
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification Number)
|
19900 MacArthur Blvd., Suite 550
Irvine, California 92612
(949)
238-8090
(Address, including zip code, and telephone number, including area
code, of Registrants principal executive offices)
Gregory J. Flesher
Chief Executive Officer
Novus Therapeutics, Inc.
19900 MacArthur Blvd., Suite 550
Irvine, California 92612
(949)
238-8090
(Name, address,
including zip code, and telephone number, including area code, of agent for service)
Copies
to:
|
|
|
Ryan A. Murr
Gibson, Dunn & Crutcher LLP
555 Mission Street, Suite
3000
San Francisco, CA 94105-0921
(415)
393-8373
|
|
Charlie Kim
Cooley LLP
4401 Eastgate Mall
San Diego, CA 92121-1909
(858)
550-6049
|
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
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 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
post-effective amendment filed pursuant to Rule 462(d) 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. ☐
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.
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☐
|
Non-accelerated
filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☒
|
|
|
|
|
Emerging growth company
|
|
☒
|
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. ☒
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.