As filed with the Securities and Exchange Commission on July 15, 2021
Registration No. 333-232992
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-232992
UNDER THE SECURITIES ACT OF 1933
CONSTELLATION PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
(State or Other Jurisdiction
215 First Street, Suite 200
Cambridge, Massachusetts 02142
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
President, Secretary, Treasurer
Constellation Pharmaceuticals, Inc.
c/o MorphoSys AG
(Name, address and telephone number of agent for service)
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street
Boston, MA 02116
Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.
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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.
|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 relates to the following Registration Statement of Constellation Pharmaceuticals, Inc. (the Company) on Form S-3 (the Registration Statement):
Registration Statement on Form S-3 (File No. 333-232992), registering up to $200,000,000 in aggregate offering price of debt securities of the Company (Debt Securities), common stock, par value $0.0001, of the Company (Common Stock), preferred stock, par value $0.001, of the Company (Preferred Stock), depositary shares of the Company (Depositary Shares), units comprised of one or more Debt Securities, shares of Common Stock, shares of Preferred Stock and Warrants (as defined below), in any combination (Units), and warrants to purchase Common Stock, Preferred Stock, Depositary Shares or Debt Securities (Warrants), filed with the Securities and Exchange Commission on August 2, 2019.
On July 15, 2021, pursuant to that certain Agreement and Plan of Merger, dated as of June 2, 2021, by and among the Company, MorphoSys AG, a German stock corporation (Aktiengesellschaft) (Parent), and MorphoSys Development Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (Purchaser), Purchaser merged with and into the Company, with the Company surviving as an indirect wholly owned subsidiary of Parent (the Merger).
As a result of the Merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statement. Accordingly, by filing this post-effective amendment, the Company hereby terminates the effectiveness of the Registration Statement and removes from registration any and all securities of the Company registered but unsold under the Registration Statement as of the date hereof.
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-3 and has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on July 15, 2021.
|CONSTELLATION PHARMACEUTICALS, INC.|
|By:||/s/ Lara Smith-Weber|
|Name: Lara Smith-Weber|
|Title: President, Secretary, Treasurer|
No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.