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Plus Therapeutics (PSTV) adds Form of Indenture to S-3/A filing

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(Neutral)
Filing Sentiment
(Neutral)
Form Type
S-3/A

Rhea-AI Filing Summary

Plus Therapeutics, Inc. filed a Pre-Effective Amendment No. 1 to its Registration Statement (File No. 333-296411) on June 5, 2026 to furnish a Form of Indenture as Exhibit 4.3. The amendment is exhibits-only; the prospectus, prospectus supplement and other parts of the registration statement remain unchanged.

Positive

  • None.

Negative

  • None.
Registration Statement File No. 333-296411 Registration statement referenced throughout the amendment
Amendment signature date June 5, 2026 Date the Pre-Effective Amendment No. 1 was signed
Equity Distribution Agreement date June 1, 2026 Date of Exhibit 1.1 with Canaccord Genuity LLC
Form of Indenture exhibit Exhibit 4.3 Form of Indenture furnished with this amendment
S-3 filing exhibit dates June 2, 2026 Filing date referenced for base S-3 exhibits and opinions
EIN/CIK fragment 33-0827593 Registrant's I.R.S. Employer Identification Number as listed on cover
Form of Indenture regulatory
"file a form of indenture (the "Form of Indenture") as Exhibit 4.3"
Equity Distribution Agreement financial
"Equity Distribution Agreement, by and between the Company and Canaccord Genuity LLC"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
Prospectus Supplement regulatory
"The prospectus, the prospectus supplement and the balance of Part II of the Registration Statement are unchanged"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
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As filed with the Securities and Exchange Commission on June 5, 2026

Registration No. 333-296411

 

 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

PRE-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

PLUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   33-0827593

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

6420 Levit Green Boulevard, Suite 310

Houston, Texas 77021

(737) 255-7194

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Andrew Sims

Chief Financial Officer

Plus Therapeutics, Inc.

6420 Levit Green Boulevard, Suite 310

Houston, Texas 77021

(737) 255-7194

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

David E. Danovitch

Charles E. Chambers, Jr.

Sullivan & Worcester LLP

1251 Avenue of the Americas

New York, New York 10020

(212) 660-3060

 

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. 

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. ☐

 

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 
 


EXPLANATORY NOTE

This Pre-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 (File No. 333-296411) of Plus Therapeutics, Inc. (the “Company”) is being filed as an exhibits-only filing solely to file a form of indenture (the “Form of Indenture”) as Exhibit 4.3. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement and the Form of Indenture. The prospectus, the prospectus supplement and the balance of Part II of the Registration Statement are unchanged and have been omitted.


PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 16. Exhibits and Financial Statement Schedules.

 

Exhibit
Number
  

Exhibit Title

   Filed
with

this
Form

S-3
     Incorporated by Reference  
   Form      File No.      Date Filed  
1.1    Equity Distribution Agreement, by and between the Company and Canaccord Genuity LLC, dated as of June 1, 2026.         S-3        333-296411        06/02/2026  
3.1    Composite Certificate of Incorporation         10-K       

001-34375

Exhibit 3.1

 

 

     03/11/2016  
3.2    Certificate of Amendment to Amended and Restated Certificate of Incorporation         8-K       
001-34375
Exhibit 3.1

 
     05/10/2016  
3.3    Certificate of Amendment to Amended and Restated Certificate of Incorporation         8-K       
001-34375
Exhibit 3.1

 
     05/23/2018  
3.4    Certificate of Amendment to Amended and Restated Certificate of Incorporation         8-K       
001-34375
Exhibit 3.1

 
     07/29/2019  
3.5    Certificate of Amendment to Amended and Restated Certificate of Incorporation         8-K       
001-34375
Exhibit 3.1

 
     08/06/2019  
3.6    Certificate of Amendment to Amended and Restated Certificate of Incorporation         8-K       
001-34375
Exhibit 3.1

 
     04/28/2023  
3.7    Certificate of Amendment to the Certificate of Incorporation, as amended         8-K       
001-34375
Exhibit 3.1

 
     05/02/2025  
3.8    Certificate of Amendment to the Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on April  1, 2026         10-Q       

001-34375

Exhibit 3.8

 

 

     05/15/2026  
3.9    Certificate of Correction to the Amended and Restated Certificate filed with the Delaware Secretary of State on May 12, 2026         10-Q       

001-34375

Exhibit 3.9

 

 

     05/15/2026  
3.10    Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock         8-K       
001-34375
Exhibit 3.1

 
     11/28/2017  
3.11    Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock         8-K       
001-34375
Exhibit 3.1

 
     07/25/2018  
3.12    Amended and Restated Bylaws of Plus Therapeutics, Inc.         8-K       
001-34375
Exhibit 3.1

 
     09/21/2021  
4.1    Form of Common Stock Certificate         10-K       
001-34375
Exhibit 4.33

 
     03/09/2018  
4.2    Form of Common Stock Purchase Warrant         S-1       

333-292637

Exhibit 4.4

 

 

     01/09/2026  
4.3    Form of Indenture      X           

 

II-1


Exhibit
Number
  

Exhibit Title

   Filed
with

this
Form

S-3
     Incorporated by Reference  
   Form      File No.      Date Filed  
5.1    Opinion of Sullivan & Worcester LLP relating to the base prospectus.         S-3        333-296411        06/02/2026  
5.2    Opinion of Sullivan & Worcester LLP relating to the “equity distribution agreement” prospectus supplement.         S-3        333-296411        06/02/2026  
23.1    Consent of CBIZ CPAs, P.C., Independent Registered Public Accounting Firm.         S-3        333-296411        06/02/2026  
23.2    Consent of BDO USA, P.C., Independent Registered Public Accounting Firm.         S-3        333-296411        06/02/2026  
23.3    Consent of Sullivan & Worcester LLP (included in Exhibit 5.1 hereto).         S-3        333-296411        06/02/2026  
23.4    Consent of Sullivan & Worcester LLP (included in Exhibit 5.2 hereto).         S-3        333-296411        06/02/2026  
24.1    Power of Attorney.         S-3        333-296411        06/02/2026  
107    Filing Fee Table.         S-3        333-296411       
06/02/2026
 

 

II-2


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant, Plus Therapeutics, Inc., 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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, State of Texas, on June 5, 2026.

 

PLUS THERAPEUTICS, INC.
By:   /s/ Marc H. Hedrick, M.D.
  Marc H. Hedrick, M.D.
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

SIGNATURE

  

TITLE

 

DATE

*

Richard J. Hawkins

  

Chairman of the Board

  June 5, 2026

/s/ Marc H. Hedrick, MD

Marc H. Hedrick, MD

  

President and Chief Executive Officer (Principal Executive Officer)

  June 5, 2026

/s/ Andrew Sims

Andrew Sims

  

Chief Financial Officer and VP of Finance (Principal Financial and Accounting Officer)

  June 5, 2026

*

An van Es-Johansson, MD

  

Director

  June 5, 2026

*

Howard Clowes

  

Director

  June 5, 2026

*

Kyle Guse

  

Director

  June 5, 2026

*

Ronald A. Andrews

  

Director

  June 5, 2026

 

*By:  

/s/ Andrew Sims

  Andrew Sims
  As Attorney-in-Fact

 

II-3

FAQ

What did Plus Therapeutics (PSTV) file in this Pre-Effective Amendment?

This filing furnishes a Form of Indenture as Exhibit 4.3 to Registration Statement File No. 333-296411. The amendment is exhibits-only; the prospectus, prospectus supplement and the rest of Part II are unchanged.

Does the amendment change the offering terms or prospectus for PSTV?

No. The amendment states explicitly that the prospectus, the prospectus supplement and the balance of Part II of the Registration Statement are unchanged and have been omitted from this exhibits-only filing.

Which underwriting or distribution agreement is referenced in the registration exhibits?

Exhibit 1.1 lists an Equity Distribution Agreement dated June 1, 2026 between the Company and Canaccord Genuity LLC, included under the S-3 registration (File No. 333-296411).

Who signed the Pre-Effective Amendment for Plus Therapeutics (PSTV)?

The signature page shows Marc H. Hedrick, M.D. signed as President and CEO and Andrew Sims signed as Chief Financial Officer and as attorney-in-fact. The filing is dated June 5, 2026.

Where can I find the registered filing number and key dates for PSTV's amendment?

The Registration Statement is File No. 333-296411. The Equity Distribution Agreement is dated June 1, 2026; the S-3 exhibits and opinions list filing dates of June 2, 2026, and the amendment signature is dated June 5, 2026.