As filed with the Securities
and Exchange Commission on October 5, 2021
Registration No. 333-223575
Registration No. 333-223576
Registration No. 333-254733
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 to FORM S-3 REGISTRATION
STATEMENT NO. 333-223575
POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION
STATEMENT NO. 333-223576
POST-EFFECTIVE AMENDMENT NO. 1 to FORM S-3 REGISTRATION
STATEMENT NO. 333-254733
UNDER
THE SECURITIES ACT OF 1933
STRONGBRIDGE BIOPHARMA plc
(Exact Name of Registrant
as Specified in Its Charter)
Ireland
(State or Other Jurisdiction of
Incorporation)
98-1275166
(I.R.S. Employer Identification
Number)
900 Northbrook Drive
Suite 200
Trevose, Pennsylvania 19053
(610) 254-9200
(Address, Including Zip Code,
and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Steven M. Pieper
President
900 Northbrook Drive
Suite 200
Trevose, Pennsylvania 19053
(610) 254-9200
(Name, Address, Including Zip
Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies
to:
Joseph
C. Theis, Jr., Esq.
Stephanie
A. Richards, Esq.
Goodwin
Procter LLP
100 Northern
Avenue
Boston,
Massachusetts 02210
(617) 570-1000
Approximate date of commencement
of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced
registration statement.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ¨
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, other
than securities offered only in connection with dividend or interest reinvestment plans, 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 registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a
post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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.
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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x
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Smaller reporting company
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x
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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. ¨
EXPLANATORY
NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this
“Amendment”) relates to the following Registration Statements on Form S-3 (collectively, the “Registration Statements”)
filed by Strongbridge Biopharma plc, an Irish public limited company (“Strongbridge”) with the Securities and Exchange Commission
(the “SEC”):
On May 24, 2021, Strongbridge entered
into a transaction agreement (the “Transaction Agreement”) with Xeris Pharmaceuticals, Inc., a Delaware corporation (“Xeris”),
Xeris Biopharma Holdings, Inc., a Delaware corporation (“HoldCo”), and Wells MergerSub, Inc., a Delaware corporation and wholly
owned subsidiary of HoldCo. Pursuant to the Transaction Agreement, on October 5, 2021, (i) HoldCo acquired Strongbridge pursuant to
a scheme of arrangement under Irish law and (ii) MergerSub merged with and into Xeris, with Xeris as the surviving corporation, as a result
of which both Xeris and Strongbridge became wholly owned subsidiaries of HoldCo.
As a result of the consummation
of the transactions contemplated by the Transaction Agreement, Strongbridge has terminated all offerings of its securities pursuant to
the Registration Statements. In accordance with the undertakings made by Strongbridge in the Registration Statements to remove from registration
by means of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the
offering, Strongbridge hereby removes and withdraws from registration any and all securities registered pursuant to the Registration Statements
that remain unsold 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-3 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on October 5,
2021. No other person is required to sign this Post-Effective Amendment to the Registration Statements in reliance on Rule 478 of the
Securities Act of 1933, as amended.
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STRONGBRIDGE BIOPHARMA PLC
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By:
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/s/ Steven. M. Pieper
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Name:
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Steven M. Pieper
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Title:
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President
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