As
filed with the Securities and Exchange Commission on March 14, 2019
Registration
Nos. 333-200745; 333-204441; 333-215154
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
S-3
POST-EFFECTIVE
AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-200745
POST-EFFECTIVE
AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-204441
POST-EFFECTIVE
AMENDMENT NO. 1 TO REGISTRATION STATEMENT NO. 333-215154
UNDER
THE SECURITIES ACT OF 1933
Asterias
Biotherapeutics, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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46-1047971
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(State
or other jurisdiction of
incorporation
or organization)
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(I.R.S.
Employer
Identification
No.)
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6300
Dumbarton Circle
Fremont,
California 94555
(510)
456-3800
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Brian
M. Culley
Chief
Executive Officer
Asterias
Biotherapeutics, Inc.
6300
Dumbarton Circle
Fremont,
California 94555
(510)
456-3800
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
copies to:
Tali
Sealman, Esq.
Cooley
LLP
3175
Hanover Street
Palo
Alto, CA 94304
(650)
843-5471
Approximate
date of commencement of proposed sale to the public:
Not applicable
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 431(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.
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Large
accelerated filer
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[ ]
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Accelerated
filer
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[ ]
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Non-accelerated
filer
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[X]
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Smaller
reporting company
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[X]
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Emerging
growth company
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[X]
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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 relates to the following registration statements on Form S-3 (collectively, the “Registration Statements”)
of Asterias Biotherapeutics, Inc., a Delaware corporation (the “Company”):
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●
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File
No. 333-200745, registering up to $75,000,000 of shares of Preferred Stock, Series A Common Stock, warrants to purchase shares
of Preferred Stock or warrants to purchase shares of Series A Common Stock, which was filed with the SEC on December 4, 2014;
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●
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File
No. 333-204441, registering 33,684,980 shares of Series A Common Stock, which was filed with the SEC on May 26, 2015; and
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●
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File
No. 333-215154, registering up to $75,000,000 of shares of Preferred Stock, Series A Common Stock, warrants to purchase shares
of Preferred Stock or warrants to purchase shares of Series A Common Stock, which was filed with the SEC on December 16, 2016.
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On
March 8, 2019, pursuant to the Agreement and Plan of Merger, dated November 7, 2018, by and among BioTime, Inc. (“BioTime”),
the Company, and Patrick Merger Sub, Inc., a wholly owned subsidiary of BioTime (“Merger Sub”), Merger Sub merged
with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of BioTime.
As a result of the Merger and related transactions contemplated by the Merger Agreement, the Company has terminated the offerings
of the Company’s securities pursuant to the Registration Statements.
In
accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective
amendment, any securities that had been registered for issuance but that remain unsold at the termination of the offering, this
post-effective amendment removes from registration any and all securities of the Company that were registered under the Registration
Statements and remain unsold at the termination of the offerings.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to the Registration Statements
on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Fremont, State of California,
on this 14
th
day of March, 2019.
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ASTERIAS
BIOTHERAPEUTICS, INC.
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By:
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/s/
Brian M. Culley
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Name:
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Brian
M. Culley
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Title:
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Chief
Executive Officer
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