As filed with the Securities and Exchange
Commission on March 4, 2026
No. 333-233875
No. 333-264138
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT
NO. 1 TO:
FORM S-3 REGISTRATION
STATEMENT NO. 333-233875
FORM S-3 REGISTRATION
STATEMENT NO. 333-264138
UNDER
THE SECURITIES
ACT OF 1933
Nine Energy Service,
Inc.
(Exact name of registrant
as specified in its charter)
| Delaware | |
80-0759121 |
(State or other jurisdiction of
incorporation or organization) | |
(I.R.S. Employer
Identification Number) |
2001 Kirby Drive, Suite 200
Houston, Texas 77019
(281) 730-5100
(Address, including zip
code, and telephone number, including area code, of registrant’s principal executive offices)
Theodore R. Moore
Executive Vice President, General Counsel and
Secretary
2001 Kirby Drive, Suite 200
Houston, Texas 77019
(281) 730-5100
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
Matthew R. Pacey, P.C.
Lanchi D. Huynh
Kirkland &
Ellis LLP
609 Main Street, Suite
4700
Houston, Texas 77002
(713) 836-3600
Approximate date of commencement of proposed
sale of the securities to the public: N/A. Removal from registration of securities that were not sold pursuant to these registration
statements.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
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, other than securities
offered only in connection with dividend or interest reinvestment plans, check the following box: ☐
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. ☐
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. ☐
If this Form is a registration statement pursuant
to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of
securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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
These Post-Effective Amendments are being filed
by Nine Energy Service, Inc. (the “Company”) to deregister all securities remaining unsold under the following Registration
Statements on Form S-3 (the “Registration Statements”) filed by the Company with the Securities and Exchange Commission:
| (1) | Registration Statement on Form S-3 (No. 333-233875), filed on September 20, 2019 and amended on November 8, 2019, registering an aggregate
of 5,000,000 shares of common stock, par value $0.01 per share (“common stock”); and |
| (2) | Registration Statement on Form S-3 (No. 333-264138), filed on April 5,
2022, registering, among other things, 9,326,080 shares of common stock. |
On February 1, 2026, the Company and certain of
its subsidiaries filed voluntary petitions (the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code
in the United States Bankruptcy Court for the Southern District of Texas to implement a prepackaged chapter 11 plan of reorganization.
The Chapter 11 Cases are being jointly administered for administrative purposes only under the caption In re Nine Energy Service,
Inc. et al.
As a result of the Chapter 11 Cases, the Company
has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by the Company
in each of 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 such offering, the Company hereby removes from registration
any and all securities registered but unsold under the Registration Statements, if any, as of the date hereof. The Registration Statements
are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness
of each of the Registration Statements.
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-3 and has duly caused these Post-Effective Amendments to the Registration Statements on Form S-3 to be signed on its behalf by the undersigned,
thereunto duly authorized, in City of Houston, State of Texas, on March 4, 2026.
| | NINE ENERGY SERVICE, INC. |
| | | |
| By: | /s/ Theodore R. Moore |
| Name: | Theodore R. Moore |
| Title: | Executive Vice President, General Counsel and Secretary |
Note: No other person is required to sign these Post-Effective Amendments
to the Registration Statements in reliance upon Rule 478 under the Securities Act of 1933, as amended.
