0001467154-24-000018.txt : 20240501 0001467154-24-000018.hdr.sgml : 20240501 20240430174049 ACCESSION NUMBER: 0001467154-24-000018 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240501 DATE AS OF CHANGE: 20240430 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NVN Liquidation, Inc. CENTRAL INDEX KEY: 0001467154 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 204427682 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-233632 FILM NUMBER: 24898855 BUSINESS ADDRESS: STREET 1: P.O. BOX 64 CITY: PITTSBORO STATE: NC ZIP: 27312 BUSINESS PHONE: 919-485-8080 MAIL ADDRESS: STREET 1: P.O. BOX 64 CITY: PITTSBORO STATE: NC ZIP: 27312 FORMER COMPANY: FORMER CONFORMED NAME: Novan, Inc. DATE OF NAME CHANGE: 20090626 POS AM 1 POSAMS1Dereg043024.txt As Filed with the Securities and Exchange Commission on April 30, 2024 Registration No. 333-233632 _____________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________ NVN Liquidation, Inc. (Exact name of registrant as specified in its charter) _____________________ Delaware (State or other jurisdiction of incorporation) 20-4427682 (IRS Employer Identification No.) P.O. Box 64, Pittsboro, North Carolina 27312 (919) 485-8080 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Paula Brown Stafford Chairman, President and Chief Executive Officer NVN Liquidation, Inc. P.O. Box 64 Pittsboro, North Carolina 27312 (919) 485-8080 (Name, address and telephone number, including area code, of Agent for Service) _____________________ Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement. 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 [X] Smaller reporting company [X] 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. [] _____________________ EXPLANATORY NOTE DEREGISTRATION OF SECURITIES This Post-Effective Amendment (this "Amendment") relates to the Registration Statement on Form S-1 (File No. 333-233632) (the "Registration Statement") filed by NVN Liquidation, Inc. (formerly known as Novan, Inc.), a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "SEC") on September 5, 2019. On April 30, 2024 (the "Effective Date"), the Amended Combined Disclosure Statement and Plan of Liquidation Proposed by the Debtors, dated January 26, 2024 (as amended, modified or supplemented from time to time, the "Plan"), as confirmed by the United States Bankruptcy Court for the District of Delaware on January 26, 2024, became effective. As of the Effective Date, and in accordance with the Plan, all outstanding equity interests in the Company have been canceled, extinguished and discharged and are of no further force or effect. Accordingly, the Company is filing this Amendment to remove from registration all securities of the Company registered pursuant to the Registration Statement that remained unsold thereunder. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsboro, State of North Carolina, on April 30, 2024. NVN Liquidation, Inc. By: /s/ Paula Brown Stafford Paula Brown Stafford Authorized Signatory No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.