S-8 POS 1 fs8pos_123124.htm FORM S-8 POS

As filed with the Securities and Exchange Commission on March 19, 2025

Registration No. 333-134974

Registration No. 333-174531

Registration No. 333-211745

Registration No. 333-233238

Registration No. 333-256467

Registration No. 333-274156

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-134974

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-174531

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-211745

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-233238

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-256467

 

POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-274156

 

UNDER
THE SECURITIES ACT OF 1933

 

 

 

PSYCHEMEDICS CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

 

58-1701987

(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)

 

5220 Spring Valley Road, Suite 230
Dallas, Texas 75254

(Address of Principal Executive Offices) (Zip Code)

 

 

 

2006 Incentive Plan, as amended

Inducement Stock Option Agreements (2023)
(Full title of the plans)

 

 

 

Brian Hullinger
President and Chief Executive Officer
Psychemedics Corporation
5220 Spring Valley Road, Suite 230
Dallas, Texas 75254
(Name and address of agent for service)

(800) 527-7424

(Telephone number, including area code, of agent for service)

 

 

 

Copies to:

Patrick J. Kinney, Jr., Esq.

Lynch Fink Harrington & Gray, LLP

6 Beacon Street, Suite 415

Boston, Massachusetts 02108

(617) 951-0800

 

 

 

 

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 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 (“Post-Effective Amendment No. 1”), filed by Psychemedics Corporation, a Delaware corporation (the “Company”), removes from registration all shares of the Company’s common stock, par value $0.005 per share (the “Common Stock”) registered under the following Registration Statements on Form S-8 filed by the Company (each a “Registration Statement,” and collectively, the “Registration Statements”) with the U.S. Securities and Exchange Commission (the “Commission”), pertaining to the registration of shares of Common Stock offered under certain employment benefit and equity plans and agreements:

 

·Registration Statement on Form S-8 (No. 333-134974), filed with the Commission on June 13, 2006, pertaining to the registration of 250,000 shares of Common Stock under the Company’s 2006 Incentive Plan, as amended (the “2006 Plan”).

 

·Registration Statement on Form S-8 (No. 333-174531), filed with the Commission on May 26, 2011, pertaining to the registration of 250,000 shares of Common Stock under the 2006 Plan.

 

·Registration Statement on Form S-8 (No. 333-211745), filed with the Commission on June 1, 2016, pertaining to the registration of 350,000 shares of Common Stock under the 2006 Plan.

 

·Registration Statement on Form S-8 (No. 333-233238), filed with the Commission on August 13, 2019, pertaining to the registration of 350,000 shares of Common Stock under the 2006 Plan.

 

·Registration Statement on Form S-8 (No. 333-256467), filed with the Commission on May 25, 2021, pertaining to the registration of 350,000 shares of Common Stock under the 2006 Plan.

 

·Registration Statement on Form S-8 (No. 333-274156), filed with the Commission on August 22, 2023, pertaining to the registration of 300,000 shares of Common Stock under the Company’s Inducement Stock Option Agreements (2023).

 

All of the share numbers set forth above reflect a 1-for-5,000 reverse stock split of the Common Stock, followed immediately by a 5,000-for-1 forward stock split of the Common Stock, effected on December 3, 2024.

 

On December 3, 2024, the Company provided notice to The Nasdaq Stock Market LLC (“Nasdaq”) that it intends to file a Form 25 with the Commission to voluntarily delist its shares of Common Stock from trading on Nasdaq in connection with its previously announced plan to deregister its common stock under the Securities Exchange Act of 1934, as amended, and to delist the Company’s common stock from trading on Nasdaq. On December 13, 2024, the Company filed such Form 25 with the Commission. In connection with the foregoing and the undertakings in the Registration Statements, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statements. The Company hereby terminates the effectiveness of the Registration Statements and removes and withdraws from registration all securities of the Company registered under the Registration Statements that remain unsold as of the date hereof.

 

 

 

 

 

 

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 this Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas in the State of Texas, on this 19th day of March, 2025.

 

  PSYCHEMEDICS CORPORATION
   
  By: /s/ Brian Hullinger
  Name: Brian Hullinger
  Title: President and Chief Executive Officer

 

Pursuant to Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statements.