As filed with the Securities and Exchange Commission on November 23, 2016
Registration No. 333-214230
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bellerophon Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 2834 | 47-3116175 |
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary
Standard Industrial
184 Liberty Corner Road, Suite 302 Warren, New Jersey 07059 (908) 574-4770 |
(I.R.S. Employer Identification Number) |
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Fabian Tenenbaum
Chief Executive Officer
Bellerophon Therapeutics, Inc.
184 Liberty Corner Road, Suite 302
Warren, New Jersey 07059
(908) 574-4770
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Kenneth R. Koch, Esq. Jeffrey P. Schultz, Esq. Mintz,
Levin, Cohn, Ferris, Chrysler Center 666
Third Avenue (212) 935-3000 |
Joseph A. Smith, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 (212) 370-1300 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
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, as amended (the “Securities Act”), check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, 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, 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(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x (File No. 333-214230)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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 | x |
This post-effective amendment shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this "Amendment") relates to the Registrant's Registration Statement on Form S-1 (File No. 333-214230), as amended, declared effective on November 22, 2016 by the Securities and Exchange Commission. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to the Registration Statement. This Amendment does not modify any provision of Part I or Part II of the Registration Statement other than Item 16(a) of Part II as set forth below.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and financial statement schedules.
(a) Exhibits.
| Exhibit Number |
Description of Document | |
|---|---|---|
| 5.1 | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
| 24.1(a) | Power of Attorney (incorporated by reference to the signature page of the Registrant’s Registration Statement on Form S-1, filed with the SEC on October 25, 2016) |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Warren, New Jersey, on the 23rd day of November, 2016.
| BELLEROPHON THERAPEUTICS, INC. | ||
| By: | /s/ Fabian Tenenbaum | |
|
Fabian Tenenbaum Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | |||
| /s/ Fabian Tenenbaum | Chief Executive Officer | November 23, 2016 | |||
| Fabian Tenenbaum | (Principal Executive Officer and Principal Financial Officer) | ||||
| /s/ Jonathan M. Peacock | Chairman | November 23, 2016 | |||
| Jonathan M. Peacock | |||||
| By: /s/ Naseem Amin* | Director | November 23, 2016 | |||
| Naseem Amin | |||||
| By: /s/ Scott Bruder* | Director | November 23, 2016 | |||
| Scott Bruder | |||||
| By: /s/ Mary Ann Cloyd* | Director | November 23, 2016 | |||
| Mary Ann Cloyd | |||||
| By: /s/ Matthew Holt* | Director | November 23, 2016 | |||
| Matthew Holt | |||||
| By: /s/ Jens Luehring* | Director | November 23, 2016 | |||
| Jens Luehring | |||||
| By: /s/ Andre V. Moura* | Director | November 23, 2016 | |||
| Andre V. Moura | |||||
| By: /s/ Daniel Tassé* | Director | November 23, 2016 | |||
| Daniel Tassé | |||||
| By: /s/ Adam Weinstein* | Director | November 23, 2016 | |||
| Adam Weinstein | |||||
| * Pursuant to Power of Attorney | |||||
| By: | /s/ Fabian Tenenbaum | ||||
| Fabian Tenenbaum | |||||
EXHIBIT INDEX
| Exhibit Number |
Description of Exhibit | |
| 5.1 | Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. | |
| 24.1(a) | Power of Attorney (incorporated by reference to the signature page of the Registrant’s Registration Statement on Form S-1, filed with the SEC on October 25, 2016) |