RPTPD Raptor Pharmaceutical (MM)

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON   SEPTEMBER 30, 2009

 

Registration Statement File No. 333-152420

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

Post-Effective Amendment No.   2

on

FORM   S-1

to

FORM S-1 and FORM SB-2

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

_______________________________

 

RAPTOR PHARMACEUTICALS CORP.

(Exact name of registrant as specified in its charter)

 

 

Delaware	2834	98-0379351
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer Identification
incorporation or organization)	Classification Code Number)	Number)

 

 

9 Commercial Blvd., Suite 200

Novato, CA   94949

(415) 382-8111

(Address, including zip code, and telephone number, including area code,

 of registrant’s principal executive offices)

_______________________________

Kim R. Tsuchimoto

9 Commercial Blvd., Suite 200

Novato, CA   94949

(415) 382-8111

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

_______________________________

 

Copies to:

Siobhan McBreen Burke, Esq.

Paul, Hastings, Janofsky & Walker, LLP

515 South Flower Street, 25 ^th Floor

Los Angeles, CA    90071

_______________________________

 

APPROXIMATE   DATE   OF   COMMENCEMENT   OF   PROPOSED   SALE   TO   THE   PUBLIC:    Not applicable.

 

 

 

 

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, check the following box.    x

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.    o

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.    o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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.    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

o Large accelerated filer

o Accelerated filer

o Non-accelerated filer  (Do not check if a smaller reporting company)

x   Smaller reporting company

 

This Post-Effective Amendment No.   2 on Form S-1 to Registration Statements on Form S-1 and Form SB-2 shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(c)   of the Securities Act of 1933, as amended, may determine.

 

 

 

 

TABLE OF CONTENTS

 

EXPLANATORY NOTE		1
SIGNATURES		2
EXHIBIT INDEX		3

 

 

 

 

 

EXPLANATORY NOTE

 

On July 27, 2009, Raptor Pharmaceuticals Corp. (the “Company”) entered into an Agreement and Plan of Merger and Reorganization with TorreyPines Therapeutics, Inc. (“TorreyPines”) and ECP Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of TorreyPines (“Merger Sub”), pursuant to which Merger Sub merged with and into the Company (the “Merger”) on September 29, 2009. In connection with the Merger, the Company has terminated all offerings of the Company’s securities pursuant to the Registration Statement on Form S-1 (File No. 333-152420) and Registration Statement on Form SB-2 (File No. 333-135207) (together, the “Registration Statements”).

 

This Post-Effective Amendment No. 2 on Form S-1 to the Registration Statements is being filed solely for the purpose of deregistering any and all securities previously registered under the Registration Statements that remain unsold.

 

Item 16.

Exhibits and Financial Statement Schedules

 

(a)    Exhibits

 

Exhibit Number		Description
24.1		Power of Attorney (previously filed)

 

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 2 to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Novato, State of California, on September 29, 2009.

  

			RAPTOR PHARMACEUTICALS CORP.
		By:	/s/  Christopher M. Starr
			Christopher M. Starr, Ph.D. Chief Executive Officer and Director (Principal Executive Officer)

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to the Registration Statements has been signed below by the following persons in the capacities and on the dates indicated.

Signatures		Title		Date
*		Chief Executive Officer and Director		September 29, 2009
Christopher M. Starr, Ph.D.		(Principal Executive Officer)
*		Chief Financial Officer, Secretary and Treasurer		September 29, 2009
Kim R. Tsuchimoto		(Principal Financial Officer
		and Principal Accounting Officer)
*		Director		September 29, 2009
Erich Sager
*		Director		September 29, 2009
Raymond William Anderson
*		Director		September 29, 2009
Richard L. Franklin

 

*By: /s/ Christopher M. Starr

	Christopher M. Starr, Ph.D.
	Attorney-in-Fact

 

 

 

 

EXHIBIT INDEX

 

Exhibit Number		Description
24.1		Power of Attorney (previously filed)