0001467154-24-000024.txt : 20240501
0001467154-24-000024.hdr.sgml : 20240501
20240501114832
ACCESSION NUMBER: 0001467154-24-000024
CONFORMED SUBMISSION TYPE: POS AM
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20240501
DATE AS OF CHANGE: 20240501
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: 333-219913
FILM NUMBER: 24901430
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
FormS8POSDereg043024.txt
As Filed with the Securities and Exchange Commission on April 30, 2024
Registration No. 333-270996
Registration No. 333-258743
Registration No. 333-233631
Registration No. 333-233630
Registration No. 333-219913
Registration No. 333-213854
_____________________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
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
(Address of principal executive offices)
27312
(Zip Code)
NOVAN, INC. 2016 INCENTIVE AWARD PLAN (AS AMENDED)
INDUCEMENT STOCK OPTION AWARDS
NOVAN, INC. 2008 STOCK PLAN
(Full title of the plan)
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)
Copy to:
Gerald Roach, Esq.
Amy M. Batten, Esq.
Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
150 Fayetteville Street, Suite 2300
Raleigh, North Carolina 27601
(919) 821-1220
_____________________
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
following Registration Statements on Form S-8 (collectively,
the "Registration Statements") filed by NVN Liquidation, Inc.
(formerly known as Novan, Inc.), a Delaware corporation
(the "Company"), with the Securities and Exchange Commission
(the "SEC"):
- Registration Statement on Form S-8 (333-270996), filed with
the SEC on March 30, 2023;
- Registration Statement on Form S-8 (333-258743), filed with
the SEC on August 12, 2021;
- Registration Statement on Form S-8 (333-233631), filed with
the SEC on September 5, 2019;
- Registration Statement on Form S-8 (333-233630), filed with
the SEC on September 5, 2019;
- Registration Statement on Form S-8 (333-219913), filed with
the SEC on August 11, 2017; and
- Registration Statement on Form S-8 (333-213854), filed with
the SEC on September 28, 2016.
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 Statements that remained unissued
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-8 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.