As filed with the Securities and Exchange Commission on December 28, 2017
Registration No. 333-216837
Registration No. 333-215601
Registration No. 333-208922
Registration No. 333-201453
Registration No. 333-198115
Registration No. 333-198112
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
POST-EFFECTIVE AMENDMENT
TO

FORM S-8 REGISTRATION STATEMENT NO. 333-198112
FORM S-8 REGISTRATION STATEMENT NO. 333-198115
FORM S-8 REGISTRATION STATEMENT NO. 333-201453
FORM S-8 REGISTRATION STATEMENT NO. 333-208922
FORM S-8 REGISTRATION STATEMENT NO. 333-215601
FORM S-8 REGISTRATION STATEMENT NO. 333-216837
UNDER
THE SECURITIES ACT OF 1933
 
 
SORRENTO TECH, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
 
Delaware
 
27-0881542
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
20 Independence Boulevard
Warren, NJ 07059
(908) 605-4700
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
 
2009 Equity Incentive Plan
2014 Equity Incentive Plan
(Full title of the Plans)
 
 
 
 
 
 
Name, address, including zip code, and telephone
number, including area code, of agent for service:
 
Copies to:
 
 
Lars Boesgaard
Vice President and Chief Financial Officer
Sorrento Tech, Inc.
20 Independence Boulevard
Warren NJ, 07059
 
Steven M. Skolnick
Meredith Prithviraj
Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, NY 10020
(212) 262-6700
 
 
Approximate date of commencement of proposed sale to the public : Not applicable. Removal from registration of securities that were not sold pursuant to this registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(c) under the Securities Act, check the following box.  ☐
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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
 
☐  (Do not check if a smaller reporting company)
 
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 .  ☒
 
 
 









TERMINATION OF REGISTRATION
These post-effective amendments (collectively, the “Post-Effective Amendments”) relate to the following Registration Statements on Form S-8 (collectively and as amended to date, the “Registration Statements”) filed by Sorrento Tech, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission, which registered certain securities of the Company:
 

Registration No. 333-198112, filed on August 13, 2014, pertaining to 1,086,956 shares of common stock, par value $0.001 (“Common Stock”) under the 2014 Equity Incentive Plan (the “2014 Plan”);

Registration No. 333-198115, filed on August 13, 2014, pertaining to 2,028,850 shares of Common Stock, under the 2009 Equity Incentive Plan (the “2009 Plan”);

Registration No. 333-201453, filed on January 12, 2015, pertaining to 529,751 shares of Common Stock, under the 2014 Plan;

Registration No. 333-208922, filed on January 8, 2016, pertaining to 535,898 shares of Common Stock, under the 2014 Plan;

Registration No. 333-215601, filed on Form S-8 on January 18, 2017, pertaining to 150,081 shares of Common Stock under the 2014 Plan;

Registration No. 333-216837, filed on Form S-8 on March 20, 2017 pertaining to 300,000 shares of Common Stock under the 2014 Plan;


  In connection with the Company’s previously announced plan to file its certificate of dissolution with the Secretary of State of the State of Delaware on December 28, 2017 and complete a dissolution and liquidation, the Company has decided to terminate all offerings of its securities pursuant to the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that remain unsold at the termination of the offerings, the Company hereby removes from registration all securities registered but not sold under 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 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 Warren, State of New Jersey, on this the 28th day of December, 2017.

 
 
 
Sorrento Tech, Inc.
 
 
By:
 
/s/ Mary Duseau
 
 
Mary Duseau
 
 
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, these Post-Effective Amendments have been signed by the following persons in the capacities and on the dates indicated.
 
 
 
 
 
 
Signature
 
Title
 
Date
 
 
 
 
 
/s/ Mary Duseau
 
President, Chief Executive Officer and Director ( Principal Executive Officer )
 
December 28, 2017
Mary Duseau
 
 
 
 
/s/ Lars Boesgaard
 
Vice President and Chief Financial Officer ( Principal Financial and Accounting Officer )
 
December 28, 2017
Lars Boesgaard
 
 
 
 
 
 
 
 
 
/s/ M. James Barrett, Ph.D.
 
Director
 
December 28, 2017
M. James Barrett, Ph.D.
 
 
 
 
 
 
 
 
 
/s/ Michael P. Doyle, Ph.D.
 
Director
 
December 28, 2017
Michael P. Doyle, Ph.D
 
 
 
 
 
 
 
 
 
/s/ David W.J. McGirr
 
Director
 
December 28, 2017
David W. J. McGirr
 
 
 
 
 
 
 
 
 
/s/ Paul G. Thomas
 
Director
 
December 28, 2017
Paul G. Thomas
 
 
 
 
 
 
 
 
 
/s/ Nicholas J. Valeriani
 
Director
 
December 28, 2017
Nicholas J. Valeriani
 
 
 
 



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