As filed with the Securities and Exchange Commission on March 22, 2024

Registration No. 333-200006

Registration No. 333-222372

Registration No. 333-229082

Registration No. 333-239670

Registration No. 333-217889

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3

REGISTRATION STATEMENTS

NOS. 333-200006, 333-222372, 333-229082, 333-239670

POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3

REGISTRATION STATEMENT

NO. 333-217889

UNDER

THE SECURITIES ACT OF 1933

 

 

CYMABAY THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		94-3103561
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
7601 Dumbarton Circle Fremont, CA		94555
(Address of Principal Executive Offices)		(Zip Code)

 

 

Paul Quinlan

General Counsel

CymaBay Therapeutics, Inc.

7601 Dumbarton Circle

Fremont, CA 94555

(510) 293-8800

(Name and address, including zip code, and telephone number, including area code, of agent for service)

 

 

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statements.

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, 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(e) 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, 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		☒		Accelerated filer		☐
Non-accelerated filer		☐		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. ☐

 

 

 

EXPLANATORY NOTE

DEREGISTRATION OF SECURITIES

CymaBay Therapeutics, Inc., a Delaware corporation (the “Registrant”), is filing these Post-Effective Amendments (these “Post-Effective Amendments”) to the following Registration Statements on Form S-3 (each, a “Registration Statement” and, collectively, the “Registration Statements”) filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):

 

•

Registration Statement on Form S-3 (Registration File No. 333-200006) filed with the SEC on November 7, 2014, registering for offer and sale up to an aggregate amount of $100,000,000 of any combination of the Registrant’s common stock, par value $0.0001 per share (“Common Stock”), preferred stock, par value $0.0001 per share (“Preferred Stock”), debt securities and warrants to purchase common stock, preferred stock and/or debt securities (“Warrants”), either individually or in combination;

 

•

Registration Statement on Form S-3 (Registration File No. 333-217889) filed with the SEC on May 11, 2017, as amended by that certain Amendment No.  1 on Form S-3/As, which was filed with the SEC on June 16, 2017, registering for offer and sale up to an aggregate amount of $100,000,000 of any combination of the Registrant’s Common Stock, Preferred Stock, debt securities and Warrants, either individually or in combination;

 

•

Registration Statement on Form S-3 (Registration File No. 333-222372) filed with the SEC on December 29, 2017, registering for offer and sale up to an aggregate amount of $200,000,000 of any combination of the Registrant’s Common Stock, Preferred Stock, debt securities and Warrants, either individually or in combination;

 

•

Registration Statement on Form S-3 (Registration File No. 333-229082) filed with the SEC on December 28, 2018, registering for offer and sale up to an aggregate amount of $200,000,000 of any combination of the Registrant’s Common Stock, Preferred Stock, debt securities and Warrants, either individually or in combination; and

 

•

Registration Statement on Form S-3 (Registration File No. 333-239670), filed with the SEC on July 2, 2020, registering for offer and sale up to an aggregate amount of $200,000,000 of any combination of the Registrant’s Common Stock, Preferred Stock, debt securities and Warrants, either individually or in combination.

On February 11, 2024, the Registrant entered into that certain Agreement and Plan of Merger with Gilead Sciences, Inc., a Delaware corporation (“Parent”), and Pacific Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), pursuant to which, among other things, Purchaser merged with and into the Registrant (the “Merger”), with the Registrant continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. The Merger became effective on March 22, 2024, pursuant to a certificate of merger filed with the Secretary of State of the State of Delaware.

In connection with the Merger, the Registrant has terminated any and all of the offerings of the Registrant’s securities pursuant to the Registration Statements. In accordance with the undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby amends the Registration Statements and removes from registration any and all of the securities of the Registrant registered under the Registration Statements that remain unsold as of the date hereof, and hereby terminates the effectiveness of each of 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-3 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, California, on March 22, 2024.

 

 

*	Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign these Post-Effective Amendments to the Registration Statements.