DEREGISTRATION OF SECURITIES
These Post-Effective Amendments (these Post-Effective Amendments) relate to the following Registration Statements on Form
S-3
(collectively, the Registration Statements) filed by CAS Medical Systems, Inc. (the Registrant) with the Securities and Exchange Commission (the SEC):
1. Registration Statement on Form
S-3
(No.
333-214614),
filed with the SEC on
November 15, 2016, pertaining to the registration of any combination of $30,000,000 of the Registrants common stock, par value $0.004 per share, preferred stock, par value $0.001 per share, warrants to purchase common stock, and units
consisting of common stock and warrants to purchase common stock.
2. Registration Statement on Form
S-3
(No.
333-188844),
filed with the SEC on May 24, 2013, pertaining to the registration of any combination of $20,000,000 of the Registrants common stock, par value $0.004 per share, preferred stock, par value
$0.001 per share, warrants to purchase common stock, and units consisting of common stock and warrants to purchase common stock.
3. Registration
Statement on Form
S-3
(No.
333-176560),
filed with the SEC on August 30, 2011, as amended on November 18, 2011, pertaining to the registration of 6,244,149
shares of the Registrants common stock, par value $0.004 per share, which may be sold from time to time by holders of the shares.
4. Registration
Statement on Form
S-3
(No.
333-168585),
filed with the SEC on August 6, 2010, as amended on August 19, 2010, pertaining to the registration of 1,708,333 shares
of the Registrants common stock, par value $0.004 per share, which may be sold from time to time by holders of the shares.
5. Registration
Statement on Form
S-3
(No.
333-135158),
filed with the SEC on June 20, 2006, as amended on July 21, 2006, pertaining to the registration of 1,486,500 shares of
the Registrants common stock, par value $0.004 per share, which may be sold from time to time by holders of the shares.
The Registrant is filing
these Post-Effective Amendments to the Registration Statements to withdraw and remove from registration the unissued securities issuable by the Registrant pursuant to the above-referenced Registration Statements.
On April 18, 2019, pursuant to the terms of an Agreement and Plan of Merger dated February 11, 2019 by and among Edwards Lifesciences Holding, Inc.,
a Delaware corporation (Acquiror), Crown Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror (Merger Sub) and the Registrant, Merger Sub merged with and into the Registrant, with the Registrant
continuing as the surviving corporation and a wholly owned subsidiary of Acquiror (the Merger).
As a result of the Merger, the Registrant has
terminated any and all offerings of its securities pursuant to the Registration Statements and no selling stockholder under any resale shelf registration statement on Form
S-3
owns any shares of the
Registrants common stock. In accordance with the 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 or
resale by any selling stockholders but remain unsold at the termination of the offering, the Registrant hereby removes from registration any and all securities of the Registrant registered but unsold under the Registration Statements as of the
effective time of the Merger.