S-8 POS 1 ef20042918_s8pos.htm S-8 POS

As filed with the Securities and Exchange Commission on February 5, 2025

Registration No. 333-164026

Registration No. 333-171067

Registration No. 333-178452

Registration No. 333-185423

Registration No. 333-192794

Registration No. 333-208466

Registration No. 333-215053

Registration No. 333-228735

Registration No. 333-265905

Registration No. 333-274399

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No 1.

To:

Form S-8 Registration Statement No. 333-164026

Form S-8 Registration Statement No. 333-171067

Form S-8 Registration Statement No. 333-178452

Form S-8 Registration Statement No. 333-185423

Form S-8 Registration Statement No. 333-192794

Form S-8 Registration Statement No. 333-208466

Form S-8 Registration Statement No. 333-215053

Form S-8 Registration Statement No. 333-228735

Form S-8 Registration Statement No. 333-265905

Form S-8 Registration Statement No. 333-274399

UNDER

THE SECURITIES ACT OF 1933

AVID BIOSERVICES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware		95-3698422
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

14191 Myford Road

Tustin, CA 92780

(Address of Principal Executive Offices)

Peregrine Pharmaceuticals, Inc. 2009 Stock Incentive Plan

Peregrine Pharmaceuticals, Inc. 2010 Stock Incentive Plan

Peregrine Pharmaceuticals, Inc. 2010 Employee Stock Purchase Plan

Peregrine Pharmaceuticals, Inc. 2011 Stock Incentive Plan

Avid Bioservices, Inc. 2018 Omnibus Incentive Plan

Avid Bioservices, Inc. Deferred Compensation Plan

(Full titles of the plans)

Mark R. Ziebell

Vice President, General Counsel and Corporate Secretary

14191 Myford Road

Tustin, California 92780

(714) 508-6100

(Name, address and telephone number, including area code, of agent for service)

Copy to:

Zachary Blume

Ropes & Gray LLP

800 Boylston St

Boston, Massachuetts, 02199

(617) 951 7663

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	☐	Smaller reporting company	☐

		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. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-8 (each, a “Registration Statement” and collectively, the “Registration Statements”) of Avid Bioservices, Inc., a Delaware corporation (the “Registrant” or the “Company”), which were previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”) and is being filed to deregister any and all securities that remain unsold or otherwise unissued as of the date hereof under each such Registration Statement:

•

Registration File No. 333-164026, filed with the SEC on December 24, 2009, registering 3,000,000 shares of the Registrant’s common stock, par value $0.001 (“Common Stock”) issuable under the Peregrine Pharmaceuticals, Inc. 2009 Stock Incentive Plan (the “2009 Stock Incentive Plan”);

•

Registration File No. 333-171067, filed with the SEC on December 9, 2010, registering 3,500,000 shares of Common Stock issuable under the Peregrine Pharmaceuticals, Inc. 2010 Stock Incentive Plan (the “2010 Stock Incentive Plan”), and 5,000,000 shares of Common Stock issuable under the Peregrine Pharmaceuticals, Inc. 2010 Employee Stock Purchase Plan (the “2010 Stock Purchase Plan”);

•

Registration File No. 333-178452, filed with the SEC on December 12, 2011, registering 3,500,000 shares of Common Stock issuable under the Peregrine Pharmaceuticals, Inc. 2011 Stock Incentive Plan (the “2011 Stock Incentive Plan”);

•

Registration File No. 333-185423, filed with the SEC on December 12, 2012, registering 8,000,000 shares of Common Stock issuable under the 2011 Stock Incentive Plan;

•

Registration File No. 333-192794, filed with the SEC on December 12, 2013, registering 7,000,000 shares of Common Stock issuable under the 2011 Stock Incentive Plan;

•

Registration File No. 333-208466, filed with the SEC on December 10, 2015, registering 15,000,000 shares of Common Stock issuable under the 2011 Stock Incentive Plan;

•

Registration File No. 333-215053, filed with the SEC on December 12, 2016, registering 10,000,000 shares of Common Stock issuable under the 2010 Stock Purchase Plan;

•

Registration File No. 333-228735, filed with the SEC on December 10, 2018, registering (i) 7,152,404 shares of Common Stock issuable under the Avid Bioservices, Inc. 2018 Omnibus Incentive Plan (the “2018 Incentive Plan”), which includes 2,350,000 shares of Common Stock initially available for awards under the 2018 Incentive Plan, plus 1,892,100 shares of Common Stock previously reserved but unissued and not subject to outstanding awards under the 2009 Stock Incentive Plan, 2010 Stock Incentive Plan and 2011 Stock Incentive Plan (the “Prior Plans”), plus 3,009,824 shares of Common Stock reserved but unissued and subject to outstanding awards under the Prior Plans, less 99,520 shares of Common Stock underlying stock options granted pursuant to the 2018 Incentive Plan and (ii) 99,520 shares of Common Stock subject to outstanding stock option awards previously granted under the 2018 Incentive Plan;

•

Registration File No. 333-265905, filed with the SEC on June 29, 2022, registering 3,400,000 shares of Common Stock issuable under the 2018 Omnibus Incentive Plan; and

•

Registration File No. 333-274399, filed with the SEC on September 7, 2023, registering the obligations of the Company to make future payments to participants in the Company’s Deferred Compensation Plan (the “Deferred Compensation Plan”).

On February 5, 2025, pursuant to the Agreement and Plan of Merger, dated as of November 6, 2024, by and among the Company, Space Finco, Inc. (“Parent”) and Space Mergerco, Inc. (“Merger Sub”), Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation of the Merger and a wholly owned subsidiary of Parent.

As a result of the Merger, the Registrant has terminated any and all offerings of the Registrant’s securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Registrant in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance under the Registration Statements that remain unsold at the termination of the offerings, the Registrant hereby removes from registration all such securities of the Registrant registered pursuant to the Registration Statements that remain unsold or otherwise unissued as of the date hereof. The Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant hereby terminates the effectiveness of the Registration Statements.

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 the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tustin, State of California, on February 5, 2025.

	AVID BIOSERVICES, INC.

	By:	/s/ Daniel R. Hart
		Daniel R. Hart
		Chief Financial Officer

No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933, as amended.

SEC Form S-8 POS filed by Avid Bioservices Inc.