REGISTRATION
STATEMENT nO. 333-233224
UNDER
THE SECURITIES ACT OF 1933
Liquidia
Technologies, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware
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20-1926605
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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419 Davis Drive, Suite 100
Morrisville, North Carolina
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27560
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(Address of Principal Executive Offices)
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(Zip Code)
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LIQUIDIA TECHNOLOGIES, INC. 2019 EMPLOYEE STOCK PURCHASE PLAN
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(Full title of the plan)
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Neal F. Fowler
Chief Executive Officer
Liquidia Technologies, Inc.
419 Davis Drive, Suite 100
Morrisville, North Carolina
(919) 328-4400
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Andrew P. Gilbert
DLA Piper LLP (US)
51 John F. Kennedy Parkway, Suite 120
Short Hills, New Jersey
(973) 520-2550
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(Name, address, telephone number,
including area code, of agent for service)
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(Copy to)
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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. (Check one):
Large accelerated filer ¨
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Accelerated filer þ
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Non-accelerated filer ¨
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Smaller reporting company þ
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Emerging growth company þ
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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. þ
explanatory
note:
TERMINATION
OF REGISTRATION STATEMENT AND DEREGISTRATION OF SECURITIES
This Post-Effective
Amendment No. 1 relates to the Registration Statement on Form S-8 (the “Registration Statement”) of Liquidia Technologies,
Inc., a Delaware corporation (the “Company”), filed on August 12, 2019, pertaining to 300,000 shares of common stock
of the Company, par value $0.001 per share (“Company Common Stock”), which were available for sale under the Liquidia
Technologies, Inc. 2019 Employee Stock Purchase Plan.
On November 18, 2020,
pursuant to the terms and conditions of that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as
of June 29, 2020, by and among the Company, RareGen, LLC, a Delaware limited liability company (“RareGen”), Gemini
Merger Sub I, Inc., a Delaware corporation (“Liquidia Merger Sub”), Gemini Merger Sub II, LLC, a Delaware limited liability
company (“RareGen Merger Sub”), PBM RG Holdings, LLC, a Delaware limited liability company, as Members’ Representative,
and Liquidia Corporation, a newly formed Delaware corporation (“Liquidia Corporation”), Liquidia Merger Sub, a wholly
owned subsidiary of Liquidia Corporation, merged with and into the Company (the “Liquidia Technologies Merger”), and
RareGen Merger Sub, a wholly owned subsidiary of Liquidia Corporation, merged with and into RareGen (the “RareGen Merger”
and, together with the Liquidia Technologies Merger, the “Merger Transaction”). Upon consummation of the Merger Transaction,
the separate corporate existences of Liquidia Merger Sub and RareGen Merger Sub ceased and the Company and RareGen survive as wholly
owned subsidiaries of Liquidia Corporation.
In connection with
the Merger Transaction, each outstanding share of Company Common Stock, whether certificated or held in book-entry form, automatically
converted into one share of common stock, $0.001 par value per share, of Liquidia Corporation (“Liquidia Corporation Common
Stock”), and such shares of Company Common Stock converted into Liquidia Corporation Common Stock were cancelled.
Due to the completion
of the Merger Transaction, the Company has terminated any offering of the Company’s securities pursuant to the Registration
Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by
means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination
of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold under
the Registration Statement, if any, and terminates the effectiveness of the Registration Statement.
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 No. 1 to the Registration Statement
on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Morrisville, State of North
Carolina, on November 18, 2020.
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LIQUIDIA TECHNOLOGIES, INC.
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By:
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/s/ Neal F. Fowler
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Name: Neal F. Fowler
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Title: Chief Executive Officer
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