As filed with the Securities and Exchange Commission on November 17, 2016
Registration No. 333-213421
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
AmpliPhi Biosciences Corporation
(Exact Name of Registrant as Specified in Its Charter)
| Washington | 2836 | 91-1549568 |
|
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) 3579 Valley Centre Drive, Suite 100 San Diego, CA 92130 (858) 829-0829 |
(I.R.S. Employer Identification Number) |
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
M. Scott Salka
Chief Executive Officer
AmpliPhi Biosciences Corporation
3579 Valley Centre Drive, Suite 100
San Diego, CA 92130
(858) 829-0829
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
|
Thomas A. Coll, Esq. Matthew T. Browne, Esq. Cooley LLP 4401 Eastgate Mall San Diego, California 92121 (858) 550-6000 |
Ivan Blumenthal, Esq. Daniel Bagliebter, Esq. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Chrysler Center 666 Third Avenue New York, NY 10017 (212) 935-3000 |
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. ý
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. ý (File No. 333-213421)
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 | ý |
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. 333-213421), as amended, declared effective on November 16, 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 |
Description of Document | |
| 5.1 | Opinion of Cooley LLP. | |
| 24.1(a) | Power of Attorney. | |
| (a) | Included on the signature page of Registration Statement on Form S-1 (File No. 333-213421), filed with the Securities and Exchange Commission on September 1, 2016, and incorporated herein by reference. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of La Jolla, State of California, on the 17th day of November, 2016.
| AMPLIPHI BIOSCIENCES CORPORATION | ||
| By: |
/s/ M. Scott Salka | |
|
M. Scott Salka Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ M. Scott Salka | Chief Executive Officer and Member) | November 17, 2016 | ||
| M. Scott Salka | of the Board of Directors (Principal Executive Officer |
|||
| /s/ Steve R. Martin | Chief Financial Officer | November 17, 2016 | ||
| Steve R. Martin | (Principal Financial Officer and Principal Accounting Officer) |
|||
| /s/ Wendy Johnson* | Interim Chief Operating Officer and Member | November 17, 2016 | ||
| Wendy Johnson | of the Board of Directors | |||
| /s/ Jeremy Curnock Cook* | Member of the Board of Directors | November 17, 2016 | ||
| Jeremy Curnock Cook | ||||
| /s/ Louis Drapeau* | Member of the Board of Directors | November 17, 2016 | ||
| Louis Drapeau | ||||
| /s/ Michael S. Perry* | Member of the Board of Directors | November 17, 2016 | ||
| Michael S. Perry, Ph.D. | ||||
| /s/ Vijay B. Samant* | Member of the Board of Directors | November 17, 2016 | ||
| Vijay B. Samant | ||||
| /s/ Paul C. Grint* | Member of the Board of Directors | November 17, 2016 | ||
| Paul C. Grint, M.D. |
*Pursuant to Power of Attorney
| By: | /s/ M. Scott Salka | |
| M. Scott Salka | ||
| Attorney-in-Fact |
EXHIBIT INDEX
|
Exhibit |
Description of Document | |
| 5.1 | Opinion of Cooley LLP. | |
| 24.1(a) | Power of Attorney. | |
| (a) | Included on the signature page of Registration Statement on Form S-1 (File No. 333-213421), filed with the Securities and Exchange Commission on September 1, 2016, and incorporated herein by reference. |