Post-effective Amendment to an S-8 Filing (s-8 Pos)
November 16 2018 - 4:56PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on November 16, 2018
Registration Statement
No. 333-227179
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MELINTA THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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45-4440364
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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300 George Street
Suite 301
New Haven,
Connecticut 06511
(Address of Principal Executive Offices)
Melinta Therapeutics, Inc. 2018 Stock Incentive Plan
(Full title of the plan)
John H. Johnson
Interim
Chief Executive Officer
Melinta Therapeutics, Inc.
300 George Street
Suite
301
New Haven, Connecticut 06511
(908)
617-1309
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Gordon R.
Caplan, Esq.
Sean M. Ewen, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New
York, New York 10019
(212)
728-8000
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.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the “Amendment”) to that certain Registration Statement on Form
S-8
filed with the Securities and Exchange Commission on September 4, 2018 (the “Original Filing”) is being filed by Melinta Therapeutics, Inc. (the “Company”) in accordance with Rule 462(d) under the Securities Act of 1933, as
amended, to add Exhibit 23.3, the consent of Ernst & Young LLP, which was inadvertently omitted from the Original Filing. Except as described herein, this Amendment does not update, amend or modify any other information, statement or
disclosure contained in the Original Filing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
[THE NEXT PAGE IS THE SIGNATURE PAGE]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company 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 Form
S-8
to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New Haven, State of Connecticut, on the 16
th
day of November, 2018.
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MELINTA THERAPEUTICS, INC.
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By:
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/s/ John H. Johnson
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John H. Johnson
Interim Chief Executive Officer
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We, the undersigned officers and directors of Melinta Therapeutics, Inc., do hereby constitute and appoint John H.
Johnson and Peter J. Milligan, or either of them, our true and lawful
attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to the Registration Statement on Form
S-8
filed with the Securities and Exchange Commission on
September 4, 2018, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing as are necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said
attorney-in-fact
and
agents, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act
of 1933, this Post-Effective Amendment No. 1 to the Registration Statement on Form
S-8
has been signed by the following persons in the capacities and on the dates indicated.
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Signature
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Capacity
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Date
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/s/ John H. Johnson
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John H. Johnson
Interim Chief Executive Officer and Director (Principal Executive Officer)
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November 16, 2018
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/s/ Peter J. Milligan
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Peter J. Milligan
Executive Vice President and Chief
Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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November 16, 2018
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/s/ Kevin T. Ferro
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Kevin T. Ferro
Chairman of the Board
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November 16, 2018
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/s/ Bruce L. Downey
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Bruce L. Downey
Director
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November 16, 2018
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/s/ James J. Galeota, Jr.
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James J. Galeota, Jr.
Director
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November 16, 2018
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/s/ David Gill
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David Gill
Director
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November 16, 2018
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/s/ Thomas P. Koestler
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Thomas P. Koestler
Director
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November 16, 2018
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/s/ Garheng Kong
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Garheng Kong
Director
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November 16, 2018
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/s/ David Zaccardelli
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David Zaccardelli
Director
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November 16, 2018
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