As filed with
the Securities and Exchange Commission on December 1, 2022.
Registration No.
333-236977
Registration No.
333-260299
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 1 TO
Form
S-1 Registration No. 333-236977
Form
S-1 Registration No. 333-260299
UNDER THE SECURITIES ACT OF 1933
Renovacor, Inc.
(ZEBRAFISH
MERGER SUB II, LLC, AS SUCCESSOR TO RENOVACOR,
INC.)
(Exact name of
registrant as specified in its charter)
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Delaware
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2836
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83-3169838
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(State or other jurisdiction of incorporation or
organization)
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(Primary Standard Industrial Classification Code Number)
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(I.R.S. Employer Identification Number)
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201 Broadway,
Suite 310
Cambridge,
Massachusetts 02139
(610)
424-2650
(Address,
including zip code, and telephone number, including area code, of
Registrant’s principal executive offices)
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Copies to:
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Magdalene Cook, M.D.
President and Chief Executive Officer
201
Broadway, Suite 310
Cambridge, Massachusetts 02139
(610)
424-2650
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John
T. Haggerty
William D. Collins
Sarah
Ashfaq
Goodwin Procter LLP
100
Northern Avenue
Boston, Massachusetts 02210
(617)
570-1000
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(Name, address
and telephone number of agent for service)
Approximate date of commencement of
proposed sale to the public: This post-effective amendment is being
filed to deregister all of the unsold securities previously
registered under the Registration Statements.
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.
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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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DEREGISTRATION
OF SECURITIES
This Post-Effective Amendment No. 1
relates to the Registration Statements on Form S-1 (each a
“Registration
Statement,” and collectively, the “Registration
Statements”), filed with the Securities Exchange Commission
(the “SEC”) by Renovacor,
Inc. (the “Registrant”):
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Registration Statement No. 333-236977, as amended, originally
filed with the SEC on March 9, 2020, pertaining to the registration
of an aggregate of 9,775,000 Units each consisting of one share of
common stock, par value $0.0001 per share, and one Warrant
entitling the holder to purchase one-half of a share of common
stock, 9,775,000 shares of common stock, par value $0.0001 per
share, and 9,775,000 Warrants included as part of the units;
and
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Registration Statement No. 333-260299, filed with the SEC on
October 15, 2021, pertaining to the registration of an aggregate of
7,811,322 shares of common stock, par value $0.0001 per share,
issuable upon the exercise of the Public Warrants and Private
Placement Warrants, 715,224 shares of common stock, par value
$0.0001 per share, issuable upon the exercise of the Pre-Funded
Warrants, 12,668,314 shares of common stock, par value $0.0001 per
share, and 3,500,000 Private Placement Warrants to purchase common
stock.
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The Company is filing this
Post-Effective Amendment No. 1 to the Registration Statements to
deregister any and all securities that remain unsold under the
Registration Statements as of the date hereof.
On December 1, 2022, pursuant to
the terms of an Agreement and Plan of Merger (the “Merger Agreement”),
dated as of September 19, 2022, by and among the Registrant, Rocket
Pharmaceuticals, Inc. (“Rocket”), a
Delaware corporation, Zebrafish Merger Sub, Inc. (“Merger Sub I”), a
Delaware corporation and a direct wholly owned subsidiary of
Rocket, and Zebrafish Merger Sub II, LLC (“Merger Sub II”), a
Delaware limited liability company and a direct wholly owned
subsidiary of Rocket, (i) Merger Sub I merged with and into the
Registrant (the “First Merger”) and
(ii) the Registrant, as the surviving company of the First Merger,
merged with and into Merger Sub II (the “Second Merger” and
together with the First Merger, the “Mergers”), with
Merger Sub II as the surviving company and successor-in-interest to
the Registrant following the Mergers, at which time the separate
corporate existence of the Registrant ended.
As a result of the Mergers, the
Registrant has terminated any and all offerings of its securities
pursuant to the Registration Statements. 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 unissued at the termination of the
offerings, the Registrant hereby removes from registration all
securities registered but unsold under such Registration
Statements, if any, as of the date hereof
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused this
Post-Effective Amendment to the Registration Statements on Form S-1
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Cambridge, Commonwealth of Massachusetts
on this 1st day of December, 2022.
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Zebrafish Merger Sub II, LLC
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(as successor by merger to Renovacor, Inc.)
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By:
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/s/ Gaurav Shah
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Name:
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Gaurav Shah
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Title:
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Authorized Person
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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.