As filed with the Securities and Exchange Commission on February 24, 2022
Registration No. 333-241714
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
IVERIC bio, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 20-8185347 |
| (State of incorporation) |
(I.R.S. Employer |
8 Sylvan Way
Parsippany, New Jersey 07054
(212) 845-8200
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
Glenn P. Sblendorio
Chief Executive Officer
IVERIC bio, Inc.
8 Sylvan Way
Parsippany, New Jersey 07054
(212) 845-8200
(Name, address, including zip code and telephone number, including area code, of agent for service)
Copies to:
| Brian A. Johnson Wilmer Cutler Pickering Hale and Dorr LLP 7 World Trade Center 250 Greenwich Street New York, New York 10007 Telephone: (212) 230-8800 Fax: (212) 526-8888 |
Todd D.C. Anderman, Esq. Senior Vice President, General Counsel & Corporate Secretary IVERIC bio, Inc. 8 Sylvan Way Parsippany, New Jersey 07054 (212) 845-8200
|
Approximate date of commencement of proposed sale to the public: Not applicable.
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, 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. (Check one)
| Large accelerated filer ¨ | Accelerated filer ¨ | |
| Non-accelerated filer x |
Smaller reporting company x |
|
| 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. ¨
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-241714) (as amended, the “Registration Statement”) of IVERIC bio, Inc. (the “Company”) pertaining to the resale of shares of the Company’s common stock held by the selling stockholders listed therein (the “Selling Stockholders”), which was filed with the Securities and Exchange Commission on August 6, 2020, and became effective on August 13, 2020.
The Company’s contractual obligation to maintain the effectiveness of this Registration Statement with respect to the shares of common stock held by the Selling Stockholders has terminated, and the Company wishes to discontinue the effectiveness of this Registration Statement. As a result and pursuant to the Company’s undertaking in Item 17 of Part II of this Registration Statement, the Company hereby removes from registration any and all securities registered under this Registration Statement that remain unsold as of the date hereof and terminates the effectiveness of the Registration Statement. The Registration Statement is hereby amended to reflect the deregistration of such unsold 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-3 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 24, 2022.
| IVERIC bio, Inc. | ||
| By: | /s/ Glenn P. Sblendorio | |
| Glenn P. Sblendorio | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Glenn P. Sblendorio | Chief Executive Officer and Director (principal executive officer) | February 24, 2022 | ||
| Glenn P. Sblendorio | ||||
| /s/ David F. Carroll | Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) | February 24, 2022 | ||
| David F. Carroll | ||||
| * | Chairman of the Board of Directors | February 24, 2022 | ||
| Adrienne L. Graves, Ph.D. | ||||
| * | Director | February 24, 2022 | ||
| Mark. S. Blumenkranz, M.D. | ||||
| * | Director | February 24, 2022 | ||
| Axel Bolte | ||||
| * | Director | February 24, 2022 | ||
| Jane P. Henderson | ||||
| /s/ Christine Miller | Director | February 24, 2022 | ||
| Christine Miller |
| * | Director | February 24, 2022 | ||
| Calvin W. Roberts, M.D. |
| * By: | /s/ Todd D.C. Anderman | |
| Todd D.C. Anderman | ||
|
Attorney-in-Fact |