Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
April 16 2024 - 5:05PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on April
16, 2024
Registration No. 333-240225
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1 TO
FORM S-8
UNDER THE SECURITIES ACT OF 1933
MEDICENNA THERAPEUTICS CORP.
(Exact name of registrant as specified in its charter)
Canada |
Not applicable |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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2 Bloor St. W., 7th Floor
Toronto, Ontario
Canada |
M4W 3E2 |
(Address of Principal Executive Offices) |
(Zip Code) |
Medicenna Therapeutics Corp.
2017 Stock Option Plan
(Full title of the plan)
C T Corporation System
28 Liberty Street
New York, New York 10005
(Name and address of agent for service)
(212) 894-8940
(Telephone number, including area code,
of agent for service)
Copy to:
Charles-Antoine Soulière
McCarthy Tétrault LLP
500, Grande Allée Est
9e étage
Québec City, Québec G1R 2J7
Canada
Telephone: (418) 521-3028 |
David Hyman
Medicenna Therapeutics Corp.
2 Bloor St. W., 7th Floor
Toronto, Ontario M4W 3E2
Canada
Telephone: (416) 648-5555 |
Thomas M. Rose
Troutman Pepper Hamilton Sanders LLP
401 9th Street, NW, Suite 1000
Washington, DC 20004
United States
Telephone: (757) 687-7715 |
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 |
☐ |
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Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
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Smaller reporting company |
☐ |
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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. ☐
EXPLANATORY NOTE
Medicenna Therapeutics Corp. (the “Registrant”) is filing
this Post-Effective Amendment (this “Amendment”) to its Registration Statement on Form S-8, File No. 333-240225 (the
“Registration Statement”), to terminate the offering registered on such Registration Statement and to withdraw and
remove from registration, and deregister certain securities originally registered by the Registrant pursuant to the Registration Statement.
In accordance with undertakings made by the Registrant in the Registration
Statement to remove from registration, by means of post-effective amendment, any of the securities which had been registered for issuance
but remain unsold or unissued at the termination of the offerings, the Registrant hereby terminates the effectiveness of the Registration
Statement, and removes and withdraws from registration any and all such securities of the Registrant registered pursuant to the Registration
Statement that remain unsold or unissued as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect
the deregistration of such securities.
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Toronto, Province of Ontario, Canada, on the fifteenth day of April, 2024.
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MEDICENNA THERAPEUTICS CORP. |
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(Registrant) |
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By: |
/s/ Fahar Merchant |
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Fahar Merchant
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act
of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on April 15,
2024.
Signature |
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Title |
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/s/ Fahar Merchant |
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President, Chief Executive Officer and Chairman |
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Fahar Merchant |
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(principal executive officer) |
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/s/ David Hyman |
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Chief Financial Officer |
David Hyman |
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(principal financial and accounting officer) |
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* |
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Lead Director |
Albert G. Beraldo |
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* |
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Director |
Karen Dawes |
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* |
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Director |
Dr. John Geltosky |
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* |
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Director |
John H. Sampson |
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* By: /s/ Fahar Merchant
Fahar Merchant
Attorney-in-Fact
April 15, 2024
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section 6(a) of
the Securities Act of 1933, as amended, the undersigned has signed this registration statement, solely in the capacity of the duly authorized
representative of Medicenna Therapeutics Corp. in the United States, in the City of Newark, State of Delaware, on April 15, 2024.
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PUGLISI & ASSOCIATES |
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By: |
/s/ Donald J. Puglisi |
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Name: |
Donald J. Puglisi |
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Title: |
Managing Director |
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