Form POS AM - Post-Effective amendments for registration statement

As filed with the Securities and Exchange Commission on December 2, 2024

 

Registration No. 333-267674

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

---

POST-EFFECTIVE AMENDMENT NO. 1

TO FORM S-3

REGISTRATION STATEMENT NO. 333-267674

UNDER

THE SECURITIES ACT OF 1933

---

Longboard Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

---

Delaware		84-5009619
(State or other jurisdiction of incorporation or organization)		(I.R.S Employer Identification Number)

4275 Executive Square, Suite 950

La Jolla, California 92037

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

---

Thomas Gibbs

President

Longboard Pharmaceuticals, Inc.

4275 Executive Square, Suite 950

La Jolla, California 92037

[phone]

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

---

Copies to:

 Alan Zoccollilo, Esq.

Piotr Korzynski, Esq.

Baker & McKenzie LLP

452 Fifth Avenue

New York, New York 10018

[phone]

Approximate date of commencement of proposed sale to the public: Not applicable. The registrant is filing this post-effective amendment to remove from registration any securities registered hereunder that remain unsold.

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. ☐

---

---

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 (this “Post-Effective Amendment”), relates to the Registration Statement on Form S-3, Registration File No. 333-267674 (the “Registration Statement”), filed by Longboard Pharmaceuticals, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission on September 30, 2022 to register the sale from time to time of up to $150,000,000 in total of the following securities: (i) the Company’s voting common stock, par value $0.0001 per share; (ii) the Company’s preferred stock, par value $0.0001 per share; (iii) debt securities; and (iv) warrants for any of the foregoing securities (collectively, the “Registered Securities”). The Registration Statement was declared effective on October 11, 2022.

On December 2, 2024, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 14, 2024, among the Company, H. Lundbeck A/S, a Danish aktieselskab (“Parent”), Lundbeck LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Payor”), and Langkawi Corporation, a Delaware corporation and a direct wholly owned subsidiary of Payor (“Purchaser”), Purchaser merged with and into the Company, with the Company surviving the merger as a direct wholly owned subsidiary of Payor (the “Merger”).

In connection with the Merger, and by filing this Post-Effective Amendment, the Company has terminated the offerings of the Registered Securities pursuant to the Registration Statement. Accordingly, the Company hereby terminates the effectiveness of the Registration Statement and, in accordance with an undertaking made by the Company in Part II of the Registration Statement to remove from registration, by means of post-effective amendment, any of the Registered Securities that remain unsold at the termination of the offerings, by filing this Post-Effective Amendment, the Company hereby removes from registration any and all of the Registered Securities that remain unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.

---

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Deerfield, State of Illinois, on December 2, 2024.

	LONGBOARD PHARMACEUTICALS, INC.
	By:	/s/ Thomas Gibbs
		Thomas Gibbs President

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

---

---