As
filed with the Securities and Exchange Commission on May 9, 2024
Registration
No. 333-255742
Registration
No. 333-251138
Registration
No. 333-220012
Registration
No. 333-213635
Registration
No. 333-212015
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-3 REGISTRATION NO. 333-255742
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-3 REGISTRATION NO. 333-251138
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-3 REGISTRATION NO. 333-220012
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-3 REGISTRATION NO. 333-213635
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-3 REGISTRATION NO. 333-212015
UNDER
THE SECURITIES ACT OF 1933
TREX
WIND-DOWN, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
59-3843182 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(I.R.S.
Employer
Identification No.) |
TIMBER
PHARMACEUTICALS, INC. 2020 OMNIBUS EQUITY INCENTIVE PLAN, AS AMENDED
BIOPHARMX
CORPORATION 2016 EQUITY INCENTIVE PLAN, AS AMENDED
BIOPHARMX
CORPORATION 2014 EQUITY INCENTIVE PLAN
(Full
titles of the plans)
Jeffrey
T. Varsalone
Chief
Restructuring Officer
Trex
Wind-down, Inc.
377
Ocean Boulevard, Unit 5,
Hampton,
NH 03842
(908)
636-7160
(Name,
Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
With
a copy to:
Steven
M. Skolnick, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
Tel:
(212) 262-6700
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.
Large
accelerated filer |
☐ |
|
Accelerated
filer |
☐ |
|
|
|
|
Non-accelerated
filer |
☒ |
|
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 13 (a) of the Exchange Act. ☐
DEREGISTRATION
OF UNSOLD SECURITIES
These
Post-Effective Amendments are being filed to deregister unsold securities of Trex Wind-down, Inc. f/k/a Timber Pharmaceuticals, Inc.,
a Delaware corporation (the “Company”) that were registered on the following Registration Statements on Form S-3 (each,
a “Registration Statement”, and collectively, the “Registration Statements”) filed with the U.S.
Securities and Exchange Commission (the “Commission”):
● |
Registration
on Form S-3 (No. 333-255742), filed with the Commission on May 4, 2021, that relates to the resale, from time to time, by certain
selling stockholders listed therein, of 7,823,410 shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”). |
● |
Registration
on Form S-3 (No. 333-251138), filed with the Commission on December 4, 2020, that relates to the resale, from time to time, by certain
selling stockholders listed therein, of 11,383,389 shares of Common Stock. |
● |
Registration
on Form S-3 (No. 333-220012), filed with the Commission on August 17, 2017, that relates to the resale, from time to time, by certain
selling stockholders listed therein, of 30,604,275 shares of Common Stock. |
● |
Registration
on Form S-3 (No. 333-213635), filed with the Commission on September 14, 2016, as amended by that certain Amendment No. 1 to Form
S-3, filed with the Commission on September 26, 2016, that relate to resale, from time to time, by certain selling stockholders listed
therein, of 4,743,077 shares of Common Stock. |
● |
Registration
on Form S-3 (333-212015), filed with the Commission on June 14, 2016, as amended by that certain Amendment No. 1 to Form S-3, filed
with the Commission on June 28, 2016, that relate to resale, from time to time, by certain selling stockholders listed therein, of
16,245,613 shares of Common Stock. |
On
November 17, 2023, the Company and certain of its subsidiaries (the “Debtors”) filed voluntary petitions under Chapter
11 of the United States Bankruptcy Code (the “Chapter 11 Case”) in the United States Bankruptcy Court for the District
of Delaware (the “Court”). The Chapter 11 Case is being administered under caption and case number In re: Trex
Wind-down, Inc., et al., f/k/a Timber Pharmaceuticals, Inc., Case No. 23-11878 (JKS). On May 6, 2024, the Company’s Revised
Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation of Trex Wind-down, Inc. and its Affiliated Debtors, dated
March 20, 2024 (as amended and supplemented, the “Plan”) was confirmed by the Court. On May 9, 2024 (the “Effective
Date”), the Debtors filed a Notice of Effective Date with the Court and the Plan became effective in accordance with its terms.
Pursuant to the Plan, on the Effective Date, all outstanding securities of the Company were extinguished and cancelled. Accordingly,
the Company is filing this Amendment to remove from registration all securities of the Company registered pursuant to the Registration
Statements that remained unsold thereunder.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Amendment on Form S-3 and has duly caused these Post-Effective Amendments to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Hampton, State of New Hampshire, on May 9, 2024. No
other person is required to sign this Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933,
as amended.
|
TREX
WIND-DOWN, INC. |
|
|
|
|
By: |
/s/
Jeffrey T. Varsalone |
|
Name: |
Jeffrey
T. Varsalone |
|
Title: |
Authorized
Signatory |
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