Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments

As filed with the Securities and Exchange Commission on October 11, 2023

No. 333-272805

No. 333-270891

No. 333-263128

No. 333-256028

No. 333-237051

No. 333-230182

No. 333-223597

No. 333-216967

No. 333-216968

No. 333-207973

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-272805

Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-270891

Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-263128

Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-256028

Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-237051

Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-230182

Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-223597

Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-216967

Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-216968

Post-Effective Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT No. 333-207973

UNDER

THE SECURITIES ACT OF 1933

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ZYNERBA PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

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Delaware		26-0389433
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

80 W. Lancaster Avenue, Suite 300

Devon, PA 19333

[phone]

(Address of registrant’s principal executive offices)

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Zynerba Pharmaceuticals, Inc. Amended and Restated 2014 Omnibus Incentive Compensation Plan

Zynerba Pharmaceuticals, Inc. 2023 Stock Option and Incentive Plan

Non-Qualified Stock Option Inducement Award

(Full titles of the plans)

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Christian Ulrich

Secretary

80 W. Lancaster Avenue, Suite 300

Devon, Pennsylvania 19333

[phone]

(Name, address and telephone number of agent for service)

Copy To:

William Intner

Hogan Lovells US LLP

100 International Drive

Baltimore, MD 21202

[phone]

and to:

Peter Cohen-Millstein

Hogan Lovells US LLP

390 Madison Avenue

New York, NY 10017

[phone]

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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. ☐

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the following Registration Statements of Zynerba Pharmaceuticals, Inc. (the “Company”) on Form S-8 (collectively, the “Registration Statements”):

	•	Registration Statement No. 333-207973, registering 1,854,161 shares of common stock of the Company, par value $0.001 per share (“Shares”), issuable pursuant to the Zynerba Pharmaceuticals, Inc. Amended and Restated 2014 Omnibus Incentive Compensation Plan., filed with the Securities and Exchange Commission (the “Commission”) on November 13, 2015;
	•	Registration Statement No. 333-216967, registering 150,000 Shares, issuable pursuant to the Company’s Non-Qualified Stock Option Inducement Award, filed with the Commission on March 27, 2017;
	•	Registration Statement No. 333-216968, registering 999,482 Shares, issuable pursuant to the Zynerba Pharmaceuticals, Inc. Amended and Restated 2014 Omnibus Incentive Compensation Plan, filed with the Commission on March 27, 2017;
	•	Registration Statement No. 333-223597, registering 1,355,387 Shares, issuable pursuant to the Zynerba Pharmaceuticals, Inc. Amended and Restated 2014 Omnibus Incentive Compensation Plan, filed with the Commission on March 12, 2018;
	•	Registration Statement No. 333-230182, registering 1,500,000 Shares, issuable pursuant to the Zynerba Pharmaceuticals, Inc. Amended and Restated 2014 Omnibus Incentive Compensation Plan, filed with the Commission on March 11, 2019;
	•	Registration Statement No. 333-237051, registering 1,500,000 Shares, issuable pursuant to the Zynerba Pharmaceuticals, Inc. Amended and Restated 2014 Omnibus Incentive Compensation Plan, filed with the Commission on March 10, 2020;
	•	Registration Statement No. 333-256028, registering 1,500,000 Shares, issuable pursuant to the Zynerba Pharmaceuticals, Inc. Amended and Restated 2014 Omnibus Incentive Compensation Plan, filed with the Commission on May 12, 2021;
	•	Registration Statement No. 333-263128, registering 1,500,000 Shares, issuable pursuant to the Zynerba Pharmaceuticals, Inc. Amended and Restated 2014 Omnibus Incentive Compensation Plan, filed with the Commission on March 1, 2022;
	•	Registration Statement No. 333-270891, registering 1,500,000 Shares, issuable pursuant to the Zynerba Pharmaceuticals, Inc. Amended and Restated 2014 Omnibus Incentive Compensation Plan, filed with the Commission on March 28, 2023; and
	•	Registration Statement No. 333-272805, registering 6,900,000 Shares, issuable pursuant to the Zynerba Pharmaceuticals, Inc. 2023 Stock Option and Incentive Plan, filed with the Commission on June 21, 2023.

On August 14, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Harmony Biosciences Holdings, Inc., a Delaware corporation (“Parent”) and Xylophone Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”). Pursuant to the Merger Agreement, on October 10, 2023, Purchaser merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

In connection with the Merger, the offerings of securities pursuant to the Registration Statements have been terminated. In accordance with the undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any of the securities registered pursuant to the Registration Statements which remain unsold at the termination of the offerings, the Company hereby terminates the effectiveness of each Registration Statement and removes from registration all Shares registered under the Registration Statements that remain unsold as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to this Post-Effective Amendment No. 1 to the Registration Statements, there will be no remaining securities registered by the Company pursuant to the Registration Statements.

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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-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Devon, Commonwealth of Pennsylvania, on October 11, 2023.

	ZYNERBA PHARMACEUTICALS, INC.
	By:	/s/ Sandip Kapadia
	Name:	Sandip Kapadia
	Title:	President, Chief Executive Officer and Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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