As filed
with the Securities and Exchange Commission on July 11, 2022
Registration Nos. 333-228384
333-230593
333-238076
333-241672
333-254607
333-263266
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1 TO:
Form S-8
Registration Statement No. 333-228384
Form S-8
Registration Statement No. 333-230593
Form S-8
Registration Statement No. 333-238076
Form S-8
Registration Statement No. 333-241672
Form S-8
Registration Statement No. 333-254607
Form S-8
Registration Statement No. 333-263266
UNDER
THE
SECURITIES ACT OF 1933
ENTASIS THERAPEUTICS HOLDINGS INC.
(Innoviva
Merger Sub, Inc. as successor by merger to Entasis Therapeutics
Holdings Inc.)
(Exact name of
registrant as specified in charter)
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Delaware
(State or other
jurisdiction of
incorporation or
organization)
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82-4592913
(I.R.S.
Employer
Identification
No.)
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35
Gatehouse Drive
Waltham,
Massachusetts 02451
(781)
810-0120
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Entasis
Therapeutics Holdings Inc. Amended and Restated Stock Incentive
Plan, as amended
Entasis
Therapeutics Holdings Inc. 2018 Equity Incentive Plan, as
amended
Entasis
Therapeutics Holdings Inc. 2018 Employee Stock Purchase Plan
(Full title of the
plans)
Manoussos
Perros, Ph.D.
Chief
Executive Officer
Entasis
Therapeutics Holdings Inc.
35
Gatehouse Drive
Waltham,
Massachusetts 02451
(781)
810-0120
(Name, address,
including zip code, and telephone number, including area code, of
agent for service)
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With copies to:
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Jack S.
Bodner
Allison B.
Schiffman
Matthew C.
Franker
Covington
& Burling LLP
The New
York Times Building
620 Eighth
Avenue
New York,
N 10018
(212)
841-1000
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Elizabeth
M. Keiley
Entasis
Therapeutics Holdings Inc.
35
Gatehouse Drive
Waltham,
Massachusetts 02451
(781)
810-0120
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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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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☒
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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. ☒
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DEREGISTRATION OF SECURITIES
This Post-Effective
Amendment No. 1 relates to each of the following Registration
Statements on Form S-8 (each, a “Registration Statement” and
collectively, the “Registration Statements”) filed with the
Securities and Exchange Commission by Entasis Therapeutics Holdings
Inc., a Delaware corporation (“Entasis” or the “Registrant”):
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Registration Statement on Form S-8,
File No. 333-228384, filed on November 14, 2018, registering the
offer and sale of: (i) 1,158,335 shares of Entasis common stock,
par value $0.001 per share (“Entasis Common Stock”), issuable upon
exercise of options issued under the Entasis Therapeutics Holdings
Inc. Amended and Restated Stock Incentive Plan, as amended (as
amended from time to time, the “Stock Plan”); (ii) 947,108 shares
of Entasis Common Stock issuable under the Entasis Therapeutics
Holdings Inc. 2018 Equity Incentive Plan, as amended (as amended
from time to time, the “2018 EIP”); (iii) 242,783 shares of Entasis
Common Stock issuable upon exercise of options issued under the
2018 EIP; and (iv) 140,000 shares of Entasis Common Stock issuable
under the Entasis Therapeutics Holdings Inc. 2018 Employee Stock
Purchase Plan (as amended from time to time, the “2018
ESPP”).
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Registration Statement on Form S-8,
File No. 333-230593, filed on March 29, 2019, registering the offer
and sale of: (i) 524,993 shares of Entasis Common Stock issuable
under the 2018 EIP; and (ii) 131,248 shares of Entasis Common Stock
issuable under the 2018 ESPP.
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Registration Statement on Form S-8,
File No. 333-238076, filed on May 7, 2020, registering the offer
and sale of: (i) 531,662 shares of Entasis Common Stock issuable
under the 2018 EIP; and (ii) 132,915 shares of Entasis Common Stock
issuable under the 2018 ESPP.
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Registration Statement on Form S-8,
File No. 333-241672, filed on August 6, 2020, registering the offer
and sale of 500,000 shares of Entasis Common Stock issuable under
the 2018 EIP.
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Registration Statement on Form S-8,
File No. 333-254607, filed on March 23, 2021, registering the offer
and sale of (i) 1,465,494 shares of Entasis Common Stock issuable
under the 2018 EIP; and (ii) 250,000 shares of Entasis Common Stock
issuable under the 2018 ESPP.
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Registration Statement on Form S-8,
File No. 333-263266, filed on March 3, 2022, registering the offer
and sale of (i) 1,914,071 shares of Entasis Common Stock issuable
under the 2018 EIP; and (ii) 250,000 shares of Entasis Common Stock
issuable under the 2018 ESPP.
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On July 11, 2022,
Innoviva, Inc., a Delaware corporation (“Innoviva”), completed its
acquisition of Entasis (the “Merger”) pursuant to the Agreement and
Plan of Merger, dated as of May 23, 2022, by and among Innoviva,
Innoviva Merger Sub, Inc., a Delaware corporation (“Merger Sub”)
and a wholly owned subsidiary of Innoviva, and Entasis (the “Merger
Agreement”). Upon consummation of the Merger, Merger Sub merged
with and into Entasis, with Entasis continuing as the surviving
corporation and a wholly owned subsidiary of Innoviva.
In connection with
the Merger, Entasis is terminating all offerings of its securities
registered pursuant to its existing registration statements under
the Securities Act of 1933, as amended, including the Registration
Statements. Entasis hereby terminates the effectiveness of the
Registration Statements and removes from registration, by means of
this Post-Effective Amendment No. 1, any and all Entasis Common
Stock registered for sale under the Registration Statements that
remain unsold as of the date hereof. Each Registration Statement is
hereby amended, as appropriate, to reflect the termination of such
offerings in accordance with the undertakings made by the
Registrant in each Registration Statement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, Entasis
Therapeutics Holdings Inc. 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 No. 1 to each
of the Registration Statements to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Waltham,
Massachusetts, on this 11th day of July, 2022.
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ENTASIS THERAPEUTICS HOLDINGS INC.
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By:
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/s/
Manoussos Perros, Ph.D.
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Manoussos Perros, Ph.D.
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Chief Executive Officer
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