Termination of Registration of a Class of Security Under Section 12(b) (15-12b)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR
OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF
SECURITIES EXCHANGE ACT OF 1934.
COMMISSION FILE NUMBER: 001-38601
LIQUIDIA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
419 Davis Drive, Suite 100
Morrisville, North Carolina 27560
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive offices)
Common Stock, $0.001 par value per share
(Title of each class of securities covered by this Form)
(Titles of all other classes of securities for which a duty to file
reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file
number of holders of record as of the certification or notice
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
Liquidia Technologies, Inc. (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.
Accordingly, as of the date hereof, Liquidia Corporation is the
sole holder of record of common stock of the Company.
Pursuant to the requirements of the Securities Exchange Act of
1934, Liquidia Technologies, Inc. has caused this
certification/notice to be signed on its behalf by the undersigned
duly authorized person.
| Date: November 30,
||/s/ Neal F. Fowler
||Name: Neal F.