Form POSASR - Post-effective Amendment to an automatic shelf registration statement
07 Novembro 2023 - 6:16PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on November 7, 2023
Registration No. 333-271694
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PTC THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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04-3153858 |
(State of incorporation) |
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(I.R.S. Employer
Identification Number) |
100 Corporate Court
South Plainfield, NJ 07080
(908) 222-7000
(Address, including zip code and telephone number,
including area code, of Registrant’s principal executive offices)
Matthew B. Klein, M.D., M.S., F.A.C.S.
Chief Executive Officer
PTC Therapeutics, Inc.
100 Corporate Court
South Plainfield, New Jersey 07080
(908) 222-7000
(Name, address, including zip code and telephone
number, including area code, of agent for service)
Copies to:
Richard Aldridge
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103
Telephone: (215) 963-5000
Fax: (215) 963-5001 |
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Mark E. Boulding
Executive Vice President and Chief Legal Officer
PTC Therapeutics, Inc.
100 Corporate Court
South Plainfield, New Jersey 07080-2449
Telephone: (908) 222-7000
Fax: (908) 222-1128 |
Approximate date of commencement of proposed
sale to the public: Not applicable.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following box. o
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. x
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, 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 x |
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Accelerated filer ¨ |
Non-accelerated
filer ¨ |
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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 UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Automatic Shelf
Registration Statement on Form S-3 (File No. 333-271694) (the “Registration Statement”) of PTC Therapeutics, Inc. (the “Company”)
pertaining to the resale of shares of the Company’s common stock held by selling stockholders listed therein (the “Selling
Stockholders”), which was filed with the Securities and Exchange Commission and became effective on May 5, 2023.
The Company’s contractual obligation to maintain the effectiveness
of the Registration Statement with respect to the shares of common stock held by the Selling Stockholders has terminated, and the Company
wishes to discontinue the effectiveness of the Registration Statement. As a result and pursuant to the Company’s undertaking in
Item 17 of Part II of the Registration Statement, the Company hereby removes from registration any and all unsold securities registered
pursuant to the Registration Statement as of the date hereof. The Registration Statement is hereby amended to reflect the deregistration
of such unsold securities, and the effectiveness of the Registration Statement is hereby terminated.
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 No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Borough of South Plainfield, State of New Jersey, on this 7th day of November, 2023.
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PTC THERAPEUTICS, INC. |
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By: |
/s/ Matthew B. Klein, M.D., M.S., F.A.C.S. |
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Matthew B. Klein, M.D., M.S., F.A.C.S. |
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Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
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/s/ Matthew B. Klein, M.D., M.S., F.A.C.S. |
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Chief Executive Officer and Director |
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November 7, 2023 |
Matthew B. Klein, M.D., M.S., F.A.C.S. |
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(principal executive officer) |
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/s/ Pierre Gravier |
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Chief Financial Officer |
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November 7, 2023 |
Pierre Gravier |
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(principal financial officer) |
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* |
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Chief Accounting Officer |
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November 7, 2023 |
Christine Utter |
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(principal accounting officer) |
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* |
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Chairman of the Board and Director |
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November 7, 2023 |
Michael Schmertzler |
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/s/ William F. Bell, Jr. |
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Director |
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November 7, 2023 |
William F. Bell, Jr. |
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* |
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Director |
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November 7, 2023 |
Allan Jacobson, Ph.D. |
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* |
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Director |
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November 7, 2023 |
Stephanie S. Okey, M.S. |
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* |
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Director |
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November 7, 2023 |
Emma Reeve |
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* |
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Director |
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November 7, 2023 |
Mary Smith |
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* |
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Director |
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November 7, 2023 |
David P. Southwell |
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Director |
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November 7, 2023 |
Glenn D. Steele, Jr., M.D., Ph.D. |
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Director |
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November 7, 2023 |
Alethia Young |
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* |
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Director |
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November 7, 2023 |
Jerome B. Zeldis, M.D., Ph.D. |
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*By: |
/s/ Matthew B. Klein, M.D., M.S., F.A.C.S. |
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Matthew B. Klein, M.D., M.S., F.A.C.S. |
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Attorney-in-Fact |
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