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.