SEC Form S-8 POS filed by Poseida Therapeutics Inc.
As filed with the Securities and Exchange Commission on January 8, 2025
Registration No. 333-240048
Registration No. 333-256899
Registration No. 333-262869
Registration No. 333-269204
Registration No. 333-276948
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-240048
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-256899
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-262869
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-269204
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-276948
UNDER
THE SECURITIES ACT OF 1933
POSEIDA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 47-2846548 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
1 DNA Way
South San Francisco, California 94080
(Address of principal executive offices, including zip code)
2015 EQUITY INCENTIVE PLAN
2020 EQUITY INCENTIVE PLAN
2020 EMPLOYEE STOCK PURCHASE PLAN
2022 INDUCEMENT PLAN
(Full titles of the plans)
Roger Brown
Roche Holdings, Inc.
1 DNA Way
South San Francisco, California 94080
Telephone: (650) 225-1000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Sharon R. Flanagan
John H. Butler
Sally Wagner Partin
Sidley Austin LLP
555 California Street, Suite 2000
San Francisco, California 94104
Telephone: (415) 772-1200
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
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. ☐
DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective Amendments”), filed by Poseida Therapeutics, Inc., a Delaware corporation (the “Company”), remove from registration all shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) previously registered under the following Registration Statements on Form S-8 filed by the Company (the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “SEC”) pertaining to the registration of shares of Common Stock.
| • | Registration No. 333-240048, which was previously filed with the SEC on July 23, 2020, registering 3,802,070 shares of Common Stock under the 2015 Equity Incentive Plan, 7,381,406 shares of Common Stock under the 2020 Equity Incentive Plan, and 615,000 shares of Common Stock under the 2020 Employee Stock Purchase Plan; |
| • | Registration No. 333-256899, which was previously filed with the SEC on June 8, 2021, registering 3,093,044 shares of Common Stock under the 2020 Equity Incentive Plan and 618,608 shares of Common Stock under the 2020 Employee Stock Purchase Plan; |
| • | Registration No. 333-262869, which was previously filed with the SEC on February 18, 2022, registering 3,126,179 shares of Common Stock under the 2020 Equity Incentive Plan, 625,235 shares of Common Stock under the 2020 Employee Stock Purchase Plan, and 2,000,000 shares of Common Stock under the 2022 Inducement Plan; |
| • | Registration No. 333-269204, which was previously filed with the SEC on January 12, 2023, registering 4,298,208 shares of Common Stock under the 2020 Equity Incentive Plan and 859,641 shares of Common Stock under the 2020 Employee Stock Purchase Plan; and |
| • | Registration No. 333-276948, which was previously filed with the SEC on February 8, 2024, registering 4,781,827 shares of Common Stock under the 2020 Equity Incentive Plan, 956,365 shares of Common Stock under the 2020 Employee Stock Purchase Plan, and 1,517,105 shares of Common Stock under the 2022 Inducement Plan. |
On November 25, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Roche Holdings, Inc., a Delaware corporation (“Parent”), and Blue Giant Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Offeror”). On January 8, 2025, pursuant to the Merger Agreement, Offeror 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, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statements. The Company, by filing these post-effective amendments, hereby terminates the effectiveness of the Registration Statements and removes from registration any and all plan interests and any and all securities registered but unsold or otherwise unissued under the Registration Statements as of the date hereof. This filing is made in accordance with an undertaking made by the Company in each of 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.
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 these Post-Effective Amendments to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of South San Francisco, State of California, on this 8th day of January, 2025.
No other person is required to sign these Post-Effective Amendments to the Registration Statements on Form S-8 in reliance upon Rule 478 under the Securities Act of 1933, as amended.
| POSEIDA THERAPEUTICS, INC. | ||
| By: | /s/ Roger Brown | |
| Roger Brown | ||
| Vice President | ||