Form 15-12G - Securities registration termination [Section 12(g)]
May 09 2024 - 3:34PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
15
CERTIFICATION
AND NOTICE OF TERMINATION OF REGISTRATION
UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934.
Commission
File Number 001-37411
TREX
WIND-DOWN, INC.
(Exact
name of registrant as specified in its charter)
377
Ocean Boulevard, Unit 5,
Hampton,
NH 03842
(908)
636-7160
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common
Stock, par value $0.001 per share
(Title
of each class of securities covered by this Form)
Not
Applicable
(Titles
of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please
place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
|
Rule
12g-4(a)(1) |
|
☒ |
|
|
Rule
12g-4(a)(2) |
|
☐ |
|
|
Rule
12h-3(b)(1)(i) |
|
☒ |
|
|
Rule
12h-3(b)(1)(ii) |
|
☐ |
|
|
Rule
15d-6 |
|
☐ |
|
|
Rule
15d-22(b) |
|
☐ |
|
Approximate
number of holders of record as of the certification or notice date: 0*
*As
previously disclosed, on November 17, 2023, Trex Wind-down, Inc. f/k/a Timber Pharmaceuticals, Inc. (the “Company”)
and certain of its subsidiaries, Timber Pharmaceuticals LLC (“Timber LLC”) and BioPharmX Inc. (“BioPharmX”,
and together with the Company and Timber LLC, collectively, the “Debtors”) each filed voluntary petitions for relief
under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Court”).
The Debtors’ Chapter 11 cases are being jointly administered under the caption and case number, In re Trex Wind-down, Inc.,
et al., f/k/a Timber Pharmaceuticals, Case No. 23-11878 (JKS) (the “Chapter 11 Case”). On May 6, 2024, the Company’s
Revised Combined Disclosure Statement and Joint Chapter 11 Plan of Liquidation of Trex Wind-down, Inc. and its Affiliated Debtors,
dated March 20, 2024 (as amended, modified, or supplemented from time to time, the “Plan”) was confirmed by the
Court. On May 9, 2024 (the “Effective Date”), the Debtors filed a Notice of Effective Date with the Court and
the Plan became effective in accordance with its terms. As of the Effective Date, and in accordance with the Plan, all outstanding shares
of common stock of the Company (including shares of common stock issuable under equity awards granted under the Company’s equity
incentive plans) and warrants exercisable for shares of common stock of the Company have been canceled and discharged.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Trex Wind-down, Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.
|
TREX
WIND-DOWN, INC. |
Date:
May 9, 2024 |
|
|
|
|
|
By: |
/s/
Jeffrey T. Varsalone |
|
Name: |
Jeffrey
T. Varsalone |
|
Title: |
Authorized
Signatory |
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