As filed with the Securities and Exchange Commission
on February 20, 2024
Registration No. 333-266894
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective
Amendment No. 1 TO
Form S-3
Registration Statement (RegISTRATION No. 333-266894)
under
the securities act of 1933
ICOSAVAX, INC.
(Exact name of registrant as specified in its charter)
|
1930 Boren Avenue, Suite 1000 |
|
|
|
Seattle, Washington, 98101 |
|
|
Delaware |
(206) 737-0085 |
|
82-3640549 |
(State or other jurisdiction of
incorporation or organization) |
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices) |
|
(I.R.S. Employer
Identification Number) |
David E. White
Vice President
Icosavax, Inc.
1930 Boren Avenue, Suite 1000
Seattle, Washington 98101
(206) 737-0085
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Sebastian L. Fain, Esq. |
Freshfields Bruckhaus Deringer US LLP |
175 Greenwich Street, 51st Floor |
New York, NY 10007-2759 |
(212) 277 4000 |
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 Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Large accelerated filer |
|
¨ |
|
Accelerated filer |
|
¨ |
|
|
|
|
|
|
|
Non-accelerated filer |
|
x |
|
Smaller reporting company |
|
x |
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company |
|
x |
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. x
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
(the “Post-Effective Amendment No. 1”) relates to the following registration statement on Form S-3 filed
with the Securities and Exchange Commission (the “SEC”) by Icosavax, Inc., a Delaware corporation (the “Registrant”):
| · | registration statement on Form S-3 (Registration No. 333-266894) filed with the SEC on August 16,
2022 (the “Registration Statement”). |
The Registrant is filing this
Post-Effective Amendment No. 1 to the Registration Statement to deregister all securities that remain unsold under the Registration
Statement.
On February 19, 2024,
pursuant to the terms of an Agreement and Plan of Merger, dated as of December 11, 2023 (the “Merger Agreement”),
by and among the Registrant, AstraZeneca Finance and Holdings Inc., a Delaware corporation (“Parent”), and Isochrone
Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged with
and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of Parent (the “Merger”).
As a result of the Merger,
the Registrant has terminated any and all offerings of its securities pursuant to the Registration Statement. In accordance with an undertaking
made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities
registered under the Registration Statement that remain unissued at the termination of the offering, the Registrant hereby removes from
registration all securities registered but unsold under such Registration Statement, if any, as of the date hereof.
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 the requirements
for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-3
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Wilmington, State of Delaware on February 20,
2024.
|
ICOSAVAX, INC.
|
|
|
|
By: |
/s/ David E. White |
|
|
David E. White |
|
|
Vice President |
Note: No other person is required to sign this
Post-Effective Amendment No. 1 to the Registration Statement on Form S-3, in reliance upon Rule 478 under the Securities
Act of 1933, as amended.
Icosavax (NASDAQ:ICVX)
Historical Stock Chart
From Sep 2024 to Oct 2024
Icosavax (NASDAQ:ICVX)
Historical Stock Chart
From Oct 2023 to Oct 2024