12/15/2025 | Press release | Distributed by Public on 12/15/2025 15:12
As filed with the Securities and Exchange Commission on December 15, 2025
Registration No. 333-212014
Registration No. 333-216750
Registration No. 333-224826
Registration No. 333-231383
Registration No. 333-238133
Registration No. 333-256212
Registration No. 333-264885
Registration No. 333-271877
Registration No. 333-279334
Registration No. 333-287321
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-212014
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-216750
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-224826
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-231383
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-238133
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-256212
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-264885
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-271877
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-279334
Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-287321
UNDER
THE SECURITIES ACT OF 1933
Clearside Biomedical, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 45-2437375 | |
|
(State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
900 North Point Parkway, Suite 200
Alpharetta, Georgia 30005
(Address of Principal Executive Offices)
2011 Stock Incentive Plan, as amended
Stock Option Awards
2016 Equity Incentive Plan
2016 Employee Stock Purchase Plan
(Full titles of the plans)
George Lasezkay, Pharm.D., J.D.
President and Chief Executive Officer
Clearside Biomedical, Inc.
900 North Point Parkway, Suite 200
Alpharetta, Georgia 30005
(678) 270-3631
(Name, address and telephone number, including area code, of agent for service)
Copies to:
Mark Ballantyne
Paul Alexander
Cooley LLP
11951 Freedom Drive
Reston, VA 20190
(703) 456-8000
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
Clearside Biomedical, Inc., a Delaware corporation (the "Company"), is filing these post-effective amendments (these "Post-Effective Amendments") to the following Registration Statements on Form S-8 (collectively, the "Registration Statements"), which have been previously filed with the U.S. Securities and Exchange Commission (the "SEC"), to deregister any and all shares of the Company's common stock, par value $0.001 per share ("Common Stock"), registered but unsold or otherwise unissued under each such Registration Statement as of the date hereof:
| |
Registration File No. 333-212014, filed with the SEC on June 14, 2016, registering 1,261,637 shares of Common Stock reserved for issuance upon the exercise of outstanding stock options granted under the Company's 2011 Stock Incentive Plan, as amended (the "2011 Plan"); 17,236 shares of common stock reserved for issuance upon the exercise of an outstanding option granted to Richard Croarkin outside of any plan; 1,818,182 shares of common stock reserved for the grant of future stock awards under the Company's 2016 Equity Incentive Plan (the "2016 Plan"); and 181,818 shares of Common Stock issuable under the Company's 2016 Employee Stock Purchase Plan (the "2016 ESPP"); |
| |
Registration File No. 333-216750, filed with the SEC on March 16, 2017, registering 982,921 shares of Common Stock issuable under the 2016 Plan and 245,730 shares of Common Stock issuable under the 2016 ESPP; |
| |
Registration File No. 333-224826, filed with the SEC on May 10, 2018, registering 1,014,186 shares of Common Stock issuable under the 2016 Plan and 253,546 shares of Common Stock issuable under the 2016 ESPP; |
| |
Registration File No. 333-231383, filed with the SEC on May 10, 2019, registering 1,284,769 shares of Common Stock issuable under the 2016 Plan; |
| |
Registration File No. 333-238133, filed with the SEC on May 8, 2020, registering 1,776,534 shares of Common Stock issuable under the 2016 Plan; |
| |
Registration File No. 333-256212, filed with the SEC on May 17, 2021, registering 2,074,437 shares of Common Stock issuable under the 2016 Plan; |
| |
Registration File No. 333-264885, filed with the SEC on May 12, 2022, registering 2,388,917 shares of Common Stock issuable under the 2016 Plan; |
| |
Registration File No. 333-271877, filed with the SEC on May 12, 2023, registering 2,425,593 shares of Common Stock issuable under the 2016 Plan; |
| |
Registration File No. 333-279334, filed with the SEC on May 10, 2024, registering 2,514,033 shares of Common Stock issuable under the 2016 Plan; and |
| |
Registration File No. 333-287321, filed with the SEC on May 15, 2025, registering 3,063,135 shares of Common Stock issuable under the 2016 Plan. |
By filing these Post-Effective Amendments, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. Accordingly, the Company hereby terminates the effectiveness of each Registration Statement and, in accordance with an undertaking made by the Company in Part II of each Registration Statement to remove from registration, by means of post-effective amendment, removes from registration any and all securities of the Company registered for issuance but remain unsold or otherwise unissued under the Registration Statements as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Alpharetta, State of Georgia, on this 15th day of December, 2025.
| CLEARSIDE BIOMEDICAL , INC. | ||
| By: | /s/ Charles A. Deignan | |
|
Charles A. Deignan Chief Financial Officer |
||
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.