Post-effective Amendment to an S-8 Filing (s-8 Pos)
17 Novembre 2021 - 10:02PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on November 17, 2021
Registration No. 333-234688
Registration No. 333-251262
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO:
Form S-8 Registration Statement No. 333-251262
Form S-8 Registration Statement No. 333-234688
UNDER
THE SECURITIES ACT OF 1933
TRILLIUM THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
British Columbia, Canada
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Not Applicable
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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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Trillium Therapeutics USA Inc.
100 CambridgePark Drive, Suite 510
Cambridge, Massachusetts
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02140
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(Address of Principal Executive Offices)
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(Zip Code)
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TRILLIUM THERAPEUTICS INC. 2019 INDUCEMENT
STOCK OPTION PLAN
TRILLIUM THERAPEUTICS INC 2018 AMENDED AND RESTATED
STOCK OPTION PLAN
TRILLIUM THERAPEUTICS INC. 2020 OMNIBUS EQUITY
INCENTIVE PLAN
(Full title of the plans)
c/o Trillium Therapeutics USA Inc.
100 CambridgePark Drive, Suite 510
Cambridge, Massachusetts 01240
(416) 595-0627
(Name, address and telephone number, including
area code, of agent for service)
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Copies to:
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James Parsons
Trillium Therapeutics Inc.
2488 Dunwin Drive
Mississauga, Ontario L5L
1J9 Canada
(416) 595-0627
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Robert E. Puopolo, Esq.
Stephanie A. Richards, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
(617) 570-1000
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David Palumbo
Baker & McKenzie LLP
181 Bay Street, Suite 2100
Toronto, Ontario M5J 2T3 Canada
(416) 865-6879
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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 (Check one):
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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¨ (Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Emerging growth company
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¨
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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. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
No. 1 relates to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”)
of Trillium Therapeutics Inc., a corporation existing under the laws of British Columbia (the “Registrant”), filed with the
Securities and Exchange Commission (the “SEC”) and is being filed to deregister any and all securities that remain unsold
or otherwise unissued under such Registration Statements:
On November 17, 2021, pursuant to an Arrangement
Agreement and Plan of Arrangement, dated as of August 20, 2021, by and among the Registrant, Pfizer Inc., a Delaware corporation,
and PF Argentum Acquisition ULC, a corporation formed under the laws of the Province of British Columbia (“Purchaser”) (the
“Arrangement Agreement”), Purchaser acquired all of the outstanding capital stock of Registrant not already owned by Purchaser
and its affiliates, including all of the Common Shares not already owned by Purchaser and its affiliates (the “Arrangement”).
As a result of the Arrangement,
the Registrant has terminated 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 of the securities that had been
registered for issuance that remain unsold at the termination of the offering, the Registrant hereby removes from registration all of
such securities of the Registrant registered but not sold or otherwise issued under the Registration Statements, if any, as of the date
hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities, and the Registrant
hereby terminates the effectiveness of each Registration Statement.
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-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8
to be signed on its behalf by the undersigned, thereunto duly authorized, in Mississauga, Ontario, Canada, on November 17, 2021.
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TRILLIUM THERAPEUTICS INC.
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By:
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/s/ James Parsons
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James Parsons
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Chief Financial Officer
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Trillium Therapeutics (NASDAQ:TRIL)
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