As filed with the Securities and Exchange
Commission on June 10, 2020
Registration No. 333-193726
Registration No. 333-219794
Registration No. 333-230341
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-3 REGISTRATION STATEMENT NO. 333-193726
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-3 REGISTRATION STATEMENT NO. 333-219794
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM
S-3 REGISTRATION STATEMENT NO. 333-230341
UNDER THE SECURITIES ACT OF 1933
STEMLINE THERAPEUTICS, INC.
(Exact name of Registrant as specified in
its charter)
Delaware
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45-0522567
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(State or Other Jurisdiction
of Incorporation)
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(IRS Employer
Identification No.)
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750 Lexington Avenue
Eleventh Floor
New York, New York 10022
(646) 502-2311
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Ivan Bergstein, M.D.
President and Chief Executive Officer
Stemline Therapeutics, Inc.
750 Lexington Avenue
Eleventh Floor
New York, New York 10022
(646) 502-2311
(Name, address and telephone number of agent
for service)
Copies to:
Philip Richter
Maxwell Yim
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, NY 10004
(212) 859-8000
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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 statements.
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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x
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Non-accelerated filer
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¨
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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
These post-effective amendments relate to
the following Registration Statements of Stemline Therapeutics, Inc. (the “Company”) on Form S-3 (collectively, the
“Registration Statements”):
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·
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Registration Statement on Form S-3 (File No. 333-193726), registering up to $150,000,000 in aggregate offering price of shares
of common stock of the Company, par value $0.0001 per share (“Common Stock”), shares of preferred stock of the Company,
par value $0.0001 per share (“Preferred Stock”), warrants to purchase Common Stock or Preferred Stock (“Warrants”),
debt securities of the Company (“Debt Securities”), and units comprising of any combination of Common Stock, Preferred
Stock, Warrants or Debt Securities (“Units”), filed with the Securities and Exchange Commission on February 3, 2014;
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·
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Registration Statement on Form S-3 (File No. 333-219794), registering up to $175,000,000 in aggregate offering price of shares
of Common Stock, Preferred Stock, Warrants, Debt Securities and Units, filed with the Securities and Exchange Commission on August
8, 2017; and
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·
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Registration Statement on Form S-3 (File No. 333-230341), registering up to $250,000,000 in aggregate offering price of shares
of Common Stock, Preferred Stock, Warrants, Debt Securities and Units, filed with the Securities and Exchange Commission on March
15, 2019.
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On June 10, 2020, pursuant to that certain
Agreement and Plan of Merger, dated as of May 3, 2020, by and among the Company, Berlin-Chemie AG, a company formed under the laws
of Germany (“Parent”), and Mercury Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent
(“Purchaser”), Purchaser merged with and into the Company, with the Company surviving as a wholly owned subsidiary
of Parent (the “Merger”).
As a result of the Merger, by filing these
post-effective amendments, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements.
Accordingly, the Company hereby terminates the effectiveness of each Registration Statement and removes from registration any
and all securities of the Company registered but unsold under the Registration Statements 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 these post-effective amendments to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of New York, State of New York, on June 10, 2020.
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STEMLINE THERAPEUTICS, INC.
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By:
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/s/ Ivan Bergstein, M.D.
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Name:
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Ivan Bergstein, M.D.
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Title:
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President and Chief Executive Officer
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No other person is required to sign these Post-Effective Amendments
in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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