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.