As filed with
the Securities and Exchange Commission on December 1, 2022
Registration No.
333-263837
Registration No.
333-261054
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
Form S-8
Registration No. 333-263837
Form S-8
Registration No. 333-261054
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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83-3169838
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(State or other jurisdiction of incorporation or
organization)
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(IRS
Employer Identification No.)
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201 Broadway,
Suite 310
Cambridge,
Massachusetts 02139
(610)
424-2650
(Address,
including zip code, of Principal Executive Offices)
Renovacor, Inc.
2021 Omnibus Incentive Plan
Renovacor, Inc.
2018 Stock Option and Grant Plan
(Full title of the plans)
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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)
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Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer,
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. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1
(this “Post-Effective
Amendment”) relates to the following Registration Statements
on Form S-8 (each a “Registration
Statement,” and collectively, the “Registration
Statements”), filed with the Securities and Exchange
Commission (the “SEC”) by Renovacor,
Inc. (the “Registrant”):
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Registration Statement No. 333-263837, filed with the SEC on
March 24, 2022, pertaining to the registration of 779,396 shares of
common stock of the Registrant, $0.0001 par value per share (the
“Common
Stock”) reserved for future issuance under the Renovacor,
Inc. 2021 Omnibus Incentive Plan (the “2021 Plan”);
and
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Registration Statement No. 333-261054, filed with the SEC on
November 12, 2021, pertaining to the registration of 1,119,120
shares of Common Stock reserved for future issuance under the 2021
Plan, 72,546 shares of Common Stock reserved for future issuance
under the 2021 Plan to be used solely and exclusively for the grant
of restricted stock units pursuant to the earnout provisions of the
Agreement and Plan of Merger, dated March 22, 2021, by and among
the Registrant, CHAQ2 Merger Sub, Inc., a wholly owned subsidiary
of the Registrant, and Renovacor Holdings, Inc., 1,037,741 shares
of Common Stock reserved for future issuance upon the exercise of
previously granted stock options that remained outstanding under
the 2021 Plan and 194,926 shares of Common Stock reserved for
future issuance upon the exercise of previously granted stock
options that remained outstanding under the 2018 Stock Option and
Grant Plan.
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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. Pursuant to the
requirements of the Securities Exchange Act of 1934, Merger Sub II,
as successor to the Registrant, has caused this Post-Effective
Amendment to be signed on its behalf by the undersigned duly
authorized person.
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-8 and has duly caused this
Post-Effective Amendment to the Registration Statements on Form S-8
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.