We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
SELLAS Life Sciences Group Inc | NASDAQ:SLS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.03 | 2.13% | 1.44 | 1.43 | 1.48 | 1.495 | 1.39 | 1.40 | 534,074 | 00:54:43 |
As filed with the Securities and Exchange Commission on November 6, 2017
Registration No. 333-220592
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GALENA BIOPHARMA, INC.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 20-8099512 | ||
(State or other jurisdiction of
incorporation or organization) |
(Primary Standard Industrial
Classification Code Number) |
(I.R.S. Employer
Identification Number) |
2000 Crow Canyon Place, Suite 380
San Ramon, CA 94583
(855) 855-4253
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Stephen F. Ghiglieri
Interim Chief Executive Officer & Chief Financial Officer
Galena Biopharma, Inc.
2000 Crow Canyon Place, Suite 380
San Ramon, CA 94583
(855) 855-4253
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Thomas Pollock
|
Thomas J. Knapp
Interim General Counsel & Corporate Secretary Galena Biopharma, Inc. 2000 Crow Canyon Place, Suite 380 San Ramon, CA 94583 (855) 855-4253 |
Yvan-Claude Pierre
New York, NY 10036
|
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the merger agreement described herein.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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, 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. ☐
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 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 | ☐ (Do not check if a smaller reporting company) | 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. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The purpose of this Amendment No. 3 to the Registration Statement on Form S-4 (No. 333-220592) of Galena Biopharma, Inc. is solely to file Exhibits 5.1 and 23.3 as set forth below in the section of Part II captioned Exhibit Index. Accordingly, this Amendment No. 3 consists only of the facing page, this explanatory note, Part II to the Registration Statement, the Exhibit Index and Exhibits 5.1 and 23.3. No other changes have been made to the Form S-4.
PART II
INFORMATION NOT REQUIRED IN PROXY STATEMENT
Item 20. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware, or the DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation or is or was serving at the corporations request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the persons conduct was unlawful. The power to indemnify applies to actions brought by or in the right of the corporation as well, but only to the extent of expenses, including attorneys fees, actually and reasonably incurred by the person in connection with the defense or settlement of the action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that a court of competent jurisdiction shall determine that such indemnity is proper.
Section 145(g) of the DGCL provides that a corporation shall have the power to purchase and maintain insurance on behalf of its officers, directors, employees and agents, against any liability asserted against and incurred by such persons in any such capacity.
Section 102(b)(7) of the DGCL provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the directors duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.
The Galena Certificate of Incorporation provides that Galenas directors shall not be liable to Galena or Galena stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that the exculpation from liabilities is not permitted under the DGCL as in effect at the time such liability is determined. In addition, the Galena Certificate of Incorporation provides that Galena shall, to the maximum extent permitted by the DGCL, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was, or has agreed to become, Galenas director or officer, or is or was serving, or has agreed to serve, at Galenas request, as a director, officer, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan (all such persons being referred to hereafter as an Indemnitee), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, Galenas best interests, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, and that Galena shall not indemnify an Indemnitee seeking indemnification in connection with any action, suit, proceeding, claim or counterclaim, or part thereof, initiated by the Indemnitee unless the initiation thereof was approved by the Galena Board.
II-1
The Galena Certificate of Incorporation also provides that any indemnification under the preceding paragraph (unless ordered by a court) shall be made by Galena only as authorized in the specific case upon a determination that indemnification is proper in the circumstances because such person has either met the applicable standard of conduct set forth in this paragraph and that the amount requested has been actually and reasonably incurred. Such determination shall be made:
1. | by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or |
2. | by a committee of such directors designated by a majority vote of such directors, even though less than a quorum; or |
3. | if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or |
4. | by the holders of Galena Common Stock. |
The Galena Certificate of Incorporation provides that Galena may purchase and maintain insurance policies on behalf of Galenas directors and officers against specified liabilities for actions taken in its capacities as such, including liabilities under the Securities Act. Galena has obtained directors and officers liability insurance to cover liabilities Galenas directors and officers may incur in connection with their services to Galena.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibit Index
A list of exhibits filed with this registration statement on Form S-4 is set forth on the Exhibit Index and is incorporated herein by reference.
(b) Financial Statements
The financial statements filed with this registration statement on Form S-4 are set forth on the Financial Statement Index and is incorporated herein by reference.
Item 22. Undertakings
(a) The undersigned registrant hereby undertakes as follows:
(1) That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.
(2) That every prospectus (i) that is filed pursuant to paragraph (a)(1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To respond to requests for information that is incorporated by reference into this proxy statement/prospectus/consent solicitation statement pursuant to Item 4 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
II-2
(4) To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
(b) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
II-3
II-4
II-5
II-6
II-7
II-8
II-9
II-10
II-11
II-12
* | Filed herewith. |
** | To be filed by amendment. |
^ | The schedules and exhibits to this exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
| Confidential treatment has been requested for certain information contained in this document. |
+ | Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the SEC. |
*** | This Exhibit was inadvertently listed as Exhibit 10.1 in the exhibit index of Form 10-Q filed on November 9, 2016, but was filed as Exhibit 10.2. |
◆ | Previously filed. |
II-13
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 San Ramon, State of California, on November 6, 2017.
GALENA BIOPHARMA, INC. | ||
By: |
/s/ Stephen F. Ghiglieri |
|
Stephen F. Ghiglieri | ||
Interim Chief Executive Officer & Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date |
||
/s/ Stephen F. Ghiglieri Stephen F. Ghiglieri |
Interim Chief Executive Officer & Chief Financial Officer ( Principal Executive and Financial Officer and Principal Accounting Officer ) | November 6, 2017 | ||
* William Ashton |
Director | November 6, 2017 | ||
* Richard Chin, M.D. |
Director | November 6, 2017 | ||
* Irving M. Einhorn |
Director | November 6, 2017 | ||
* Stephen S. Galliker |
Director | November 6, 2017 | ||
* Mary Ann Gray, Ph.D. |
Director | November 6, 2017 | ||
* Sanford J. Hillsberg |
Director | November 6, 2017 | ||
* Rudolph Nisi, M.D. |
Director | November 6, 2017 |
*By: |
/s/ Stephen F. Ghiglieri |
|
Stephen F. Ghiglieri | ||
Attorney-in-Fact |
1 Year SELLAS Life Sciences Chart |
1 Month SELLAS Life Sciences Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions