-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IEqXSmiZAuvxQIMZndJQJHpjWL7vmPvtzzMqlfa54jO+Uj9w19Oc8j4LBSK6Mf4z qA7e8GKIKq4hk74zQtuhnw== 0001054274-07-000019.txt : 20070611 0001054274-07-000019.hdr.sgml : 20070611 20070611132145 ACCESSION NUMBER: 0001054274-07-000019 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070611 DATE AS OF CHANGE: 20070611 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEPALIFE TECHNOLOGIES INC CENTRAL INDEX KEY: 0001054274 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 582349413 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-131256 FILM NUMBER: 07911864 BUSINESS ADDRESS: STREET 1: 60 STATE STREET STREET 2: SUITE 700 CITY: BOSTON STATE: MA ZIP: 02109 BUSINESS PHONE: 800-518-4879 MAIL ADDRESS: STREET 1: 60 STATE STREET STREET 2: SUITE 700 CITY: BOSTON STATE: MA ZIP: 02109 FORMER COMPANY: FORMER CONFORMED NAME: ZETA CORP DATE OF NAME CHANGE: 20030219 FORMER COMPANY: FORMER CONFORMED NAME: ZETA CORP /CA DATE OF NAME CHANGE: 20000303 S-1/A 1 hepaterminationoffusionregis.htm As filed with the Securities and Exchange Commission on June <>, 2007

As filed with the Securities and Exchange Commission on June 11, 2007


Registration No. 333-131256


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


POST EFFECTIVE AMENDMENT NO. 1

TO

FORM S-1


REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 


HEPALIFE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Florida

 

3841

 

58-2349413

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

Identification Number)

 



60 State Street, Suite 700

Boston, MA  02109

Telephone: (800) 518-4879

Mr. Frank Menzler

60 State Street, Suite 700

Boston, MA  02109

Telephone: (800) 518-4879

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

 

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

 


Copies of Communications to:


Joseph Sierchio, Esq.

Sierchio Greco & Greco, LLP

110 East 59th Street

29th Floor

New York, New York 10022

Telephone: (212) 246-3030

Facsimile: (212) 486-0208


Approximate date of commencement of proposed sale to public: Not applicable


If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, 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(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 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.   ¨


If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.  ¨






DEREGISTRATION OF SECURITIES

         

We originally registered 11,086,351 shares of our common stock pursuant to the Registration Statement on Form S-1 (File No. 333-131256), as amended and subsequently declared effective by the Securities and Exchange Commission on February 14, 2006. The shares were registered to permit the sale by Fusion Capital Fund II, LLC. of shares of our common stock acquired by it pursuant to the terms of the Common Stock Purchase Agreement dated January 20, 2006 between us and Fusion Capital.  We and Fusion Capital mutually agreed to terminate the Common Stock Purchase Agreement effective as of May 11, 2007.


         

Pursuant to this Post-Effective Amendment No. 1 to the Registration Statement on Form S-1, we are seeking to deregister the 6,954,320 shares of our common stock that were registered pursuant to the Registration Statement and not issued to Fusion Capital pursuant to the Common Stock Purchase Agreement.  Therefore, in accordance with our undertaking contained in Part II of the Registration Statement, we hereby respectfully request that the Securities and Exchange Commission remove from registration those shares of common stock that were registered pursuant to the Registration Statement and remaining unissued thereunder. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such shares.



SIGNATURES


Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts, on this 11th day of June, 2007.


HepaLife Technologies, Inc.



By: /s/ Frank Menzler

Frank Menzler

President, Chief Executive Officer,

Director


By: /s Harmel S. Rayat

Harmel S. Rayat

 

Chief Financial Officer and Principal Accounting Officer

Director



Pursuant to the requirements of the Securities Act of 1933, the following persons in the capacities and on the dates indicated have signed this Form S-1 Registration Statement:


Signature                         

Title                           

Date


/s/ Javier Jimenez

Director

June 11, 2007

Javier Jimenez





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