SEC Form S-8 POS filed by Silk Road Medical Inc.

$SILK
Medical/Dental Instruments
Health Care
Get the next $SILK alert in real time by email
S-8 POS 1 ef20035946_s8pos.htm S-8 POS
As filed with the Securities and Exchange Commission on September 17, 2024
Registration No. 333-230778
333-236841
333-253739
333-263157
333-270123
333-277496


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO 1.
TO:
FORM S-8 REGISTRATION STATEMENT (File No. 333-230778)
 
FORM S-8 REGISTRATION STATEMENT (File No. 333-236841)
 
FORM S-8 REGISTRATION STATEMENT (File No. 333-253739)
 
FORM S-8 REGISTRATION STATEMENT (File No. 333-263157)

FORM S-8 REGISTRATION STATEMENT (File No. 333-270123)

FORM S-8 REGISTRATION STATEMENT (File No. 333-277496)

Under
The Securities Act of 1933

SILK ROAD MEDICAL, INC.
(Exact name of Registrant as specified in its charter)

Delaware
 
20-8777622
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification Number)

Silk Road Medical, Inc.
1213 Innsbruck Drive
Sunnyvale, California 94089
(Address of principal executive offices, including zip code)

2007 STOCK PLAN
2015 EQUITY INCENTIVE PLAN OF NEUROCO, INC.
2019 EQUITY INCENTIVE PLAN
2019 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)

Silk Road Medical, Inc.
1213 Innsbruck Drive
Sunnyvale, California 94089
(Name and address of agent for service)

(408) 720-9002
(Telephone number, including area code, of agent for service)

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 ☒
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

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”) relates to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”) of Silk Road Medical, Inc., a Delaware corporation (the “Registrant”), which were previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”) and is being filed to deregister any and all securities that remain unsold or otherwise unissued as of the date hereof under each such Registration Statement:

1.
Registration Statement on Form S-8 (File No. 333-230778), filed with the SEC on April 9, 2019, registering (i) 4,057,377 shares of common stock, par value $0.001 per share (the “common stock”), reserved for issuance pursuant to the 2007 Stock Plan, as amended and restated, (ii) 1,268 shares of common stock reserved for issuance pursuant to the 2015 Equity Incentive Plan of NeuroCo, Inc., (iii) 2,349,324 shares of common stock reserved for issuance pursuant to the 2019 Equity Incentive Plan (the “2019 Plan”), and (iv) 434,000 shares of common stock, reserved for issuance pursuant to the 2019 Employee Stock Purchase Plan (the “2019 ESPP”).

2.
Registration Statement on Form S-8 (File No. 333-236841), filed with the SEC on March 2, 2020, registering (i) 1,250,210 shares of common stock reserved for issuance pursuant the 2019 Plan and (ii) 312,552 shares of common stock reserved for issuance pursuant the 2019 ESPP.

3.
Registration Statement on Form S-8 (File No. 333-253739), filed with the SEC on March 1, 2021, registering (i) 1,369,985 shares of common stock reserved for issuance pursuant the 2019 Plan and (ii) 342,496 shares of common stock reserved for issuance pursuant the 2019 ESPP.

4.
Registration Statement on Form S-8 (File No. 333-263157), filed with the SEC on March 1, 2022, registering (i) 1,399,235 shares of common stock reserved for issuance pursuant the 2019 Plan and (ii) 349,808 shares of common stock reserved for issuance pursuant the 2019 ESPP.

5.
Registration Statement on Form S-8 (File No. 333-270123), filed with the SEC on February 28, 2023, registering (i) 1,534,238 shares of common stock reserved for issuance pursuant the 2019 Plan and (ii) 383,559 shares of common stock reserved for issuance pursuant the 2019 ESPP.

6.
Registration Statement on Form S-8 (File No. 333-277496), filed with the SEC on February 29, 2024, registering (i) 1,566,619 shares of common stock reserved for issuance pursuant the 2019 Plan and (ii) 391,654 shares of common stock reserved for issuance pursuant the 2019 ESPP.

On September 17, 2024, pursuant to an Agreement and Plan of Merger, dated June 17, 2024, by and among Boston Scientific Corporation (“Boston Scientific”), Seminole Merger Sub, Inc., a wholly owned subsidiary of Boston Scientific (“Merger Sub”), and the Registrant (the “Merger Agreement”), Merger Sub merged with and into the Registrant, with the Registrant surviving as a wholly owned subsidiary of Boston Scientific (the “Merger”).

As a result of the Merger, the Registrant is terminating the Registration Statements and deregistering the remaining shares of common stock (collectively, the “Shares”) registered but unsold under the Registration Statements, if any, in accordance with an undertaking made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the Shares that had been registered for issuance under the Registration Statements that remain unsold at the termination of the offerings. The Registrant hereby removes from registration any and all such Shares registered but unsold as of the date hereof under the Registration Statements. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such Shares and the Registrant hereby terminates the effectiveness of the Registration Statements.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 18, 2024.


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 this Post-Effective Amendment No. 1 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on September 17, 2024.

SILK ROAD MEDICAL, INC.
 
By:
/s/ Vance R. Brown
 
Vance R. Brown
 
Vice President, General Counsel and Secretary

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment.



Get the next $SILK alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$SILK

DatePrice TargetRatingAnalyst
7/11/2024Buy → Sell
Argus
3/7/2024$24.00Hold → Buy
Argus
1/19/2024$9.00 → $20.00Hold → Buy
Stifel
1/3/2024$20.00Buy
Lake Street
10/24/2023Underperform → Peer Perform
Wolfe Research
10/11/2023$54.00 → $14.00Buy → Neutral
B. Riley Securities
10/11/2023Buy → Neutral
CL King
10/11/2023$45.00 → $12.00Buy → Hold
Stifel
More analyst ratings

$SILK
Press Releases

Fastest customizable press release news feed in the world

See more
  • Boston Scientific Announces Results for Third Quarter 2024

    MARLBOROUGH, Mass., Oct. 23, 2024 /PRNewswire/ -- Boston Scientific Corporation (NYSE: BSX) generated net sales of $4.209 billion during the third quarter of 2024, growing 19.4 percent on a reported basis, 19.5 percent on an operational1 basis and 18.2 percent on an organic2 basis, all compared to the prior year period. The company reported GAAP net income attributable to Boston Scientific common stockholders of $469 million or $0.32 per share (EPS), compared to $505 million or $0.34 per share a year ago, and achieved adjusted3 EPS of $0.63 for the period, compared to $0.50 a year ago.

    $BSX
    $SILK
    Medical/Dental Instruments
    Health Care
  • Boston Scientific Closes Acquisition of Silk Road Medical, Inc.

    MARLBOROUGH, Mass., Sept. 17, 2024 /PRNewswire/ -- Boston Scientific Corporation (NYSE: BSX) today announced the close of its acquisition of Silk Road Medical, Inc. (NASDAQ:SILK), a medical device company that pioneered a new approach for stroke prevention and the treatment of carotid artery disease through a minimally invasive procedure called transcarotid artery revascularization (TCAR). "Completing this acquisition enables Boston Scientific to strengthen our vascular technology solutions by bringing the innovative TCAR platform to a greater number of physicians and their pa

    $BSX
    $SILK
    Medical/Dental Instruments
    Health Care
  • SILK Alert: Monsey Firm of Wohl & Fruchter Renews Investigation of the Proposed Sale of Silk Road Medical to Boston Scientific

    MONSEY, N.Y., Aug. 19, 2024 (GLOBE NEWSWIRE) -- The law firm of Wohl & Fruchter LLP has renewed its investigation into the fairness of the proposed sale of Silk Road Medical, Inc. (NASDAQ:SILK) ("SILK") to Boston Scientific Corporation for $27.50 per share in cash. On July 29, 2024, SILK filed a definitive proxy concerning the proposed sale with the SEC. Based on our review of the proxy, we have renewed our investigation into whether there are any undisclosed potential conflicts of interest. If you remain a SILK shareholder and question the fairness of the price or have any other concerns, you may contact our firm at the following link to discuss your legal rights at no charge: https:/

    $SILK
    Medical/Dental Instruments
    Health Care

$SILK
Analyst Ratings

Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

See more

$SILK
Insider Purchases

Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

See more

$SILK
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$SILK
SEC Filings

See more

$SILK
Leadership Updates

Live Leadership Updates

See more
  • Silk Road Medical Names Chas McKhann Chief Executive Officer

    SUNNYVALE, Calif., Nov. 02, 2023 (GLOBE NEWSWIRE) -- Silk Road Medical, Inc. (NASDAQ:SILK) ("Silk Road" or the "Company"), a company focused on reducing the risk of stroke and its devastating impact, today announced that Chas McKhann has been appointed Chief Executive Officer (CEO), effective immediately. Mr. McKhann is an accomplished leader with more than 25 years of experience in the medical device industry, including C-suite positions at seven public and private companies. Most recently, Mr. McKhann served as President and CEO of Apollo Endosurgery (acquired by Boston Scientific in April 2023), where he created and led a transformational growth strategy for the company's minimal

    $SILK
    Medical/Dental Instruments
    Health Care
  • Silk Road Medical Announces Retirement of CEO Erica Rogers

    Working with Leading Executive Search Firm to Identify Successor SUNNYVALE, Calif., Oct. 10, 2023 (GLOBE NEWSWIRE) -- Silk Road Medical, Inc. (NASDAQ:SILK), a company focused on reducing the risk of stroke and its devastating impact, today announced that CEO Erica Rogers plans to retire from the Company following the completion of a succession process. The Company is working with Spencer Stuart, a leading executive search firm. To ensure a smooth transition, Ms. Rogers will remain as President and CEO of the Company until her successor is appointed. "I'd like to thank Erica for her tremendous contributions to Silk Road over the last 11 years. Erica has been integral in leading and expand

    $SILK
    Medical/Dental Instruments
    Health Care
  • Silk Road Medical Names Dr. Tanisha Carino to Board of Directors

    SUNNYVALE, Calif., July 26, 2021 (GLOBE NEWSWIRE) -- Silk Road Medical, Inc. (NASDAQ:SILK), a company focused on reducing the risk of stroke and its devastating impact, today announced that it has appointed Dr. Tanisha Carino to its Board of Directors. Tanisha Carino, Ph.D., is a health policy expert bringing over 20 years of experience driving growth and impact across multiple healthcare leadership positions in the government, private, and non-profit sectors. She most recently served as Executive Vice President, Chief Corporate Affairs Officer of Alexion, a Fortune 500 biotechnology company focused on rare disease, which was recently acquired by AstraZeneca.   Prior to Alexion, she serv

    $SILK
    Medical/Dental Instruments
    Health Care

$SILK
Financials

Live finance-specific insights

See more
  • Boston Scientific Announces Results for Third Quarter 2024

    MARLBOROUGH, Mass., Oct. 23, 2024 /PRNewswire/ -- Boston Scientific Corporation (NYSE: BSX) generated net sales of $4.209 billion during the third quarter of 2024, growing 19.4 percent on a reported basis, 19.5 percent on an operational1 basis and 18.2 percent on an organic2 basis, all compared to the prior year period. The company reported GAAP net income attributable to Boston Scientific common stockholders of $469 million or $0.32 per share (EPS), compared to $505 million or $0.34 per share a year ago, and achieved adjusted3 EPS of $0.63 for the period, compared to $0.50 a year ago.

    $BSX
    $SILK
    Medical/Dental Instruments
    Health Care
  • Boston Scientific Announces Results for Second Quarter 2024

    MARLBOROUGH, Mass., July 24, 2024 /PRNewswire/ -- Boston Scientific Corporation (NYSE:BSX) generated net sales of $4.120 billion during the second quarter of 2024, growing 14.5 percent on a reported basis, 16.1 percent on an operational1 basis and 14.7 percent on an organic2 basis, all compared to the prior year period. The company reported GAAP net income attributable to Boston Scientific common stockholders of $324 million or $0.22 per share (EPS), compared to $261 million or $0.18 per share a year ago, and achieved adjusted3 EPS of $0.62 for the period, compared to $0.53 a year ago.

    $BSX
    $SILK
    Medical/Dental Instruments
    Health Care
  • Silk Road Medical Reports First Quarter 2024 Financial Results

    SUNNYVALE, Calif., April 30, 2024 (GLOBE NEWSWIRE) -- Silk Road Medical, Inc. (NASDAQ:SILK), a company focused on reducing the risk of stroke and its devastating impact, today reported financial results for the three months ended March 31, 2024. "Our team delivered a strong start to 2024 as we deepened relationships with the physicians we serve and continued broadening our patient impact," said Chas McKhann, CEO of Silk Road Medical. "In the first quarter, we made meaningful commercial progress while also taking steps toward sustainable profitability. We enter the second quarter feeling energized by TCAR's outstanding value proposition for physicians and patients and in our opportun

    $SILK
    Medical/Dental Instruments
    Health Care

$SILK
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more