SEC Form POS AM filed by Forma Therapeutics Holdings Inc.
As filed with the Securities and Exchange Commission on October 14, 2022
Registration No. 333-258174
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 3
to
FORM S-3
REGISTRATION STATEMENT NO. 333-258174
UNDER
THE SECURITIES ACT OF 1933
Forma Therapeutics Holdings, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
37-1657129
(I.R.S. Employer Identification Number)
300 North Beacon Street, Suite 501
Watertown, Massachusetts
(617) 679-1970
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Ulrich Christian Otte
President
Forma Therapeutics Holdings, Inc.
300 North Beacon Street, Suite 501
Watertown, Massachusetts 02472
(617) 679-1970
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
William H. Aaronson
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
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.
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Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
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Emerging growth company | ☐ |
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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (this “Amendment”) relates to the following Registration Statement on Form S-3 (the “Registration Statement”) filed by Forma Therapeutics Holdings, Inc., a Delaware corporation (“Forma”) with the Securities and Exchange Commission (the “SEC”):
• | Registration Statement on Form S-3 (No. 333-258174), which was automatically declared effective on July 26, 2021, as amended by Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 on Form S-3 filed on March 1, 2022, in relation to the registration of up to $400,000,000 in aggregate principal amount of Forma’s common stock, par value $0.001 (“Common Stock”), preferred stock, par value $0.001 (“Preferred Stock”), debt securities, warrants and/or units . |
On August 31, 2022 Forma entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Novo Nordisk A/S, a Danish aktieselskab (“Novo”), and NNUS New Dev, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Novo (“Purchaser”). Pursuant to the Merger Agreement, on October 14, 2022, Purchaser merged with and into Forma with Forma surviving the merger as a wholly-owned indirect subsidiary of Novo.
As a result of the consummation of the transactions contemplated by the Merger Agreement, Forma has terminated all offerings of its securities pursuant to the Registration Statement. In accordance with the undertakings made by Forma in the Registration Statement 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, Forma hereby removes and withdraws from registration any and all securities registered pursuant to the Registration Statement 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 Statement to be signed on its behalf by the undersigned. No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
FORMA THERAPEUTICS HOLDINGS, INC. | ||
By: | /s/ Ulrich Christian Otte | |
Name: Ulrich Christian Otte | ||
Title: President |