SEC Form S-8 POS filed by Impel Pharmaceuticals Inc.
As filed with the Securities and Exchange Commission on February 14, 2024
Registration No. 333-270870
Registration No. 333-263959
Registration No. 333-255487
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-270870
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-263959
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-255487
IMPEL PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
| Delaware | 26-3058238 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 5201 Elliot Avenue West, Suite 260 Seattle, WA 98119 |
98119 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Impel Pharmaceuticals Inc. 2021 Equity Incentive Plan
Impel Pharmaceuticals Inc. 2021 Employee Stock Purchase Plan
Impel Pharmaceuticals Inc. 2018 Equity Incentive Plan
Impel Pharmaceuticals Inc. 2008 Equity Incentive Plan
(Full title of the plans)
Len Paolillo
Interim Chief Executive Officer
Impel Pharmaceuticals Inc.
201 Elliot Avenue West, Suite 260
Seattle, WA 98119
(Name and address of agent for service)
(206) 568-1466
(Telephone number, including area code, of agent for service)
Copies to:
Alan C. Smith, Esq.
Ryan Mitteness, Esq.
Fenwick & West LLP
801 California Street
Mountain View, California 94041
Tel: (650) 988-8500
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 13(a) of the Exchange Act. ☐
EXPLANATORY NOTE
These Post-Effective Amendments (these “Post Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) filed by Impel Pharmaceuticals Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission (the “SEC”):
| • | Registration Statement on Form S-8 (No. 333-270870), filed with the SEC on March 27, 2023; |
| • | Registration Statement on Form S-8 (No. 333-263959), filed with the SEC on March 29, 2022; and |
| • | Registration Statement on Form S-8 (No. 333-255487), filed with the SEC on April 23, 2021. |
On December 19, 2023, the Company and Impel NeuroPharma Australia PTY LTD, its wholly-owned subsidiary (together, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Northern District of Texas (the “Bankruptcy Court”). On February 1, 2024, the Bankruptcy Court entered an order approving the sale of the Debtors’ assets to JN Bidco LLC (“JN Bidco”) pursuant to that certain Asset Purchase Agreement by and between JN Bidco, as purchaser, and the Company, as seller, dated December 18, 2023 (the “Stalking Horse APA”). The sale of the Debtors’ assets pursuant to the Stalking Horse APA closed on February 12, 2024.
As a result of the Chapter 11 Cases, the Company has terminated all offerings of the Company’s common stock pursuant to the Registration Statements. Accordingly, effective upon filing of these Post-Effective Amendments, the Company hereby removes from registration all such shares of common stock of the Company that are registered but unsold under the Registration Statements, if any. Effective upon filing of these Post-Effective Amendments, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such shares of common stock, and the Company hereby terminates the effectiveness of the Registration Statements.
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 this Amendment on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on February 14, 2024. No other person is required to sign these Post-Effective Amendments to the Registration Statements in reliance on Rule 478 of the Securities Act of 1933, as amended.
| IMPEL PHARMACEUTICALS INC. | ||
| /s/ Brandon Smith | ||
| Name: | Brandon Smith | |
| Title: | Chief Restructuring Officer | |