Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
May 09 2024 - 3:26PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on May 9, 2024
Registration
No. 333-273619
Registration
No. 333-262391
Registration
No. 333-259830
Registration
No. 333-239216
Registration
No. 333-227262
Registration
No. 333-217419
Registration
No. 333-213627
Registration
No. 333-201708
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-273619
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-262391
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-259830
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-239216
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-227262
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-217419
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-213627
POST-EFFECTIVE
AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-201708
UNDER
THE SECURITIES ACT OF 1933
TREX
WIND-DOWN, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
59-3843182 |
(State
or other jurisdiction
of incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
TIMBER
PHARMACEUTICALS, INC. 2020 OMNIBUS EQUITY INCENTIVE PLAN, AS AMENDED
BIOPHARMX
CORPORATION 2016 EQUITY INCENTIVE PLAN, AS AMENDED
BIOPHARMX
CORPORATION 2014 EQUITY INCENTIVE PLAN
(Full
titles of the plans)
Jeffrey
T. Varsalone
Chief
Restructuring Officer
Trex
Wind-down, Inc.
377
Ocean Boulevard, Unit 5,
Hampton,
NH 03842
(908)
636-7160
(Name,
Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
With
a copy to:
Steven
M. Skolnick, Esq.
Lowenstein
Sandler LLP
1251
Avenue of the Americas
New
York, New York 10020
Tel:
(212) 262-6700
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 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 UNSOLD SECURITIES
These
Post-Effective Amendments are being filed to deregister unsold securities of Trex Wind-down, Inc.
f/k/a Timber Pharmaceuticals, Inc., a Delaware corporation (the “Company”) that were registered on the following
Registration Statements on Form S-8 (each, a “Registration Statement”, and collectively, the “Registration
Statements”) filed with the U.S. Securities and Exchange Commission (the “Commission”):
|
● |
Registration
Statement on Form S-8 (No. 333-273619), filed with the Commission on August 2, 2023, which registered 283,145 shares of common stock,
par value $0.001 (“Common Stock”) issuable pursuant to the Timber Pharmaceuticals, Inc. 2020 Omnibus Equity Incentive
Plan (as amended, the “2020 Plan”). |
|
● |
Registration
Statement on Form S-8 (No. 333-262391), filed with the Commission on January 28, 2022, which registered 2,551,846 shares of Common
Stock issuable pursuant to the 2020 Plan. |
|
● |
Registration
Statement on Form S-8 (No. 333-259830), filed with the Commission on September 27, 2021, which registered 3,697,486 shares of Common
Stock issuable pursuant to the 2020 Plan. |
|
● |
Registration
Statement on Form
S-8 (No. 333-239216), filed with the Commission on June 16, 2020, which registered 1,338,503 shares of Common Stock issuable
pursuant to the 2020 Plan. |
|
● |
Registration
Statement on Form S-8 (No. 333-227262), filed with the Commission on September 10, 2018, which registered 400,000 shares of Common
Stock issuable pursuant to a Non-Plan Inducement Stock Option and 50,000,000 shares of Common Stock issuable pursuant to the terms
of the BioPharmX Corporation 2016 Equity Incentive Plan (as amended, the “2016 Plan”). |
|
● |
Registration
Statement on Form S-8 (No. 333-217419), filed with the Commission on April 21, 2017, which registered 20,000,000 shares of Common
Stock issuable pursuant to the terms of the 2016 Plan. |
|
● |
Registration
Statement on Form S-8 (No. 333-213627), filed with the Commission on September 14, 2016, which registered 4,000,000 shares of Common
Stock issuable pursuant to the terms of the 2016 Plan and 660,000 shares of Common Stock issuable pursuant to Non-Plan Inducement
Stock Options. |
|
● |
Registration
Statement on Form
S-8 (No. 333-201708), filed with the Commission on January 26, 2015, which registered 3,732,252 shares of Common Stock, issuable
pursuant to the terms of the BioPharmX Corporation 2014 Equity Incentive Plan. |
On
November 17, 2023, the Company and certain of its subsidiaries (the “Debtors”)
filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (the “Chapter 11 Case”) in the United
States Bankruptcy Court for the District of Delaware (the “Court”). The Chapter 11 Case is being administered under
caption and case number In re: Trex Wind-down, Inc., et al., f/k/a Timber Pharmaceuticals, Inc., Case No. 23-11878 (JKS).
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 and supplemented, 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. Pursuant to the Plan, on the Effective Date, all outstanding securities
of the Company were extinguished and cancelled. Accordingly, the Company is filing this Amendment to remove from registration all securities
of the Company registered pursuant to the Registration Statements that remained unsold thereunder.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Company 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 Hampton, State of New Hampshire,
on May 9, 2024. No other person is required to sign this Amendment to the Registration Statements in reliance on Rule 478 of the
Securities Act of 1933, as amended.
|
TREX
WIND-DOWN, INC. |
|
|
|
|
By: |
/s/
Jeffrey T. Varsalone |
|
Name: |
Jeffrey
T. Varsalone |
|
Title: |
Authorized
Signatory |
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