As filed with the United States Securities and Exchange Commission on April 16, 2018
Registration Statement
No. 333-223843
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 4 to
Form
F-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
MorphoSys AG
(Exact name
of registrant as specified in its charter)
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Federal Republic of Germany
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2834
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Not Applicable
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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Semmelweisstrasse 7
82152 Planegg
Germany
Telephone: +49
89-89927-0
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
CT Corporation System
111 Eighth Avenue
New
York, NY 10011
Tel: +1 (212)
664-1666
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Stephan Hutter
David J. Goldschmidt
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York,
New York 10036
Tel: +1 (212)
735-3000
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Rüdiger Malaun
David C. Boles
Latham & Watkins LLP
99 Bishopsgate
London EC2M
3XF
United Kingdom
Tel: +44 (20) 7710-1000
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Brian J. Cuneo
Latham & Watkins LLP
140 Scott Drive
Menlo Park,
CA 94025
Tel: +1 (650)
328-4600
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Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
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, check the following box.
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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.
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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.
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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.
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth
company ☑
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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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The
term new or revised financial accounting standard refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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 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.