Third Harmonic Bio cancels unsold equity as liquidation proceeds

Rhea-AI Filing Summary

Third Harmonic Bio, Inc. (THRD) filed Post-Effective Amendment No. 1 to four Form S-8 registration statements in order to deregister all unsold shares that were previously registered under its 2019 Stock Incentive Plan, 2022 Equity Incentive Plan and 2022 Employee Stock Purchase Plan. The affected filings (Nos. 333-267445, 333-270935, 333-278232 and 333-286189) had collectively covered ≈15.4 million shares of common stock.

The action stems from the company’s Plan of Dissolution, approved by the board on 10-Apr-2025 and by shareholders on 5-Jun-2025. A Certificate of Dissolution became effective 31-Jul-2025, officially placing the company in liquidation and terminating all offerings under the Securities Act. Pursuant to Rule 478, only CFO & Business Officer Christopher Murphy signed the amendments.

No operating or financial data are provided; the filing strictly notifies investors that equity incentive and ESPP shares will no longer be issued.

Positive

• None.

Negative

• Company liquidation eliminates future operating prospects and equity upside
• Deregistration of ≈15.4 M shares confirms termination of all equity incentive programs
• No information on liquidation proceeds, creating uncertainty for remaining shareholders

Insights

Equity Analyst

TL;DR: Deregistration confirms liquidation; equity upside is effectively gone.

The filing formalizes THRD’s wind-down by canceling the share pool for employee plans. Shareholders should no longer expect dilution from option exercises—yet that benefit is moot because dissolution eliminates the going-concern value entirely. Attention now shifts to liquidation proceeds, which are not discussed here. From an equity value perspective this is decisively negative, locking in the end of corporate operations and signaling that remaining cash will be distributed rather than invested in R&D.

Corporate Governance Specialist

TL;DR: Filing satisfies Rule 478 duties and protects the company from future securities liabilities.

By filing S-8 POS amendments, THRD honors its undertaking to remove unsold securities, limiting legal exposure during dissolution. The single-signature approach is acceptable under Rule 478. Governance processes appear orderly—board approval, shareholder vote and proper state filing—reducing risk of claims against directors. Nevertheless, liquidation is inherently adverse for ongoing stakeholders.

As filed with the Securities and Exchange Commission on July 31, 2025

Registration No. 333-  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-267445

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-270935

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-278232

Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-286189

UNDER

THE SECURITIES ACT OF 1933

THIRD HARMONIC BIO, INC.

(Exact name of Registrant as specified in its charter)

Delaware		83-4553503
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1700 Montgomery Street, Suite 210 San Francisco, California 94111		94111
(Address of Principle Executive Offices)		(Zip Code)

2022 Equity Incentive Plan

2022 Employee Stock Purchase Plan

(Full title of the plans)

Natalie Holles

Chief Executive Officer

Third Harmonic Bio, Inc.

1700 Montgomery Street, Suite 210

San Francisco, California 94111

(Name and Address of Agent for Service)

(209) 727-2457

(Telephone Number, Including Area Code, of Agent for Service)

Please send copies of all communications to:

Effie Toshav, Esq.

Robert A. Freedman, Esq.

Ryan Mitteness, Esq.

Fenwick & West LLP

401 Union Street, 5^th Floor

Seattle, WA 98101

(206) 389-4510

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 definition 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 Exchange Act. ☐

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments relate to the following Registration Statements on Form S-8 (each, a “Registration Statement” and, collectively, the “Registration Statements”), previously filed by Third Harmonic Bio, Inc., a Delaware corporation (the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”):

• Registration Statement on Form S-8 (File No. 333-267445), originally filed with the SEC on September 15, 2022, pertaining to the registration of 2,536,953 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), under the Company’s 2019 Stock Incentive Plan, as amended, 4,710,545 shares of Common Stock under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”) and 369,079 shares of Common Stock under the Company’s 2022 Employee Stock Purchase Plan (the “2022 ESPP”).

• Registration Statement on Form S-8 (File No. 333-270935), originally filed with the SEC on March 29, 2023, pertaining to the registration of an additional 2,208,253 shares of Common Stock under the 2022 Plan and an additional 403,422 shares of Common Stock under the 2022 ESPP.

• Registration Statement on Form S-8 (File No. 333-278232), originally filed with the SEC on March 26, 2024, pertaining to the registration of an additional 2,032,440 shares of Common Stock under the 2022 Plan and an additional 406,488 shares of Common Stock under the 2022 ESPP.

• Registration Statement on Form S-8 (File No. 333-286189), originally filed with the SEC on March 27, 2025, pertaining to the registration of an additional 2,254,514 shares of Common Stock under the 2022 Plan and an additional 450,902 shares of Common Stock under the 2022 ESPP.

On April 10, 2025, the Company’s board of directors approved a Plan of Dissolution (the “Plan of Dissolution”) which, following the approval by the Company’s stockholders at the annual meeting held on June 5, 2025, authorizes the Company to liquidate and dissolve the Company in accordance with the Plan of Dissolution. On July 31, 2025, the Company filed its Certificate of Dissolution with the Secretary of State of the State of Delaware, which became effective upon filing.

In connection with the Plan of Dissolution, the Company has terminated any and all offerings of its securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statements. In accordance with undertakings made by the Company in the Registration Statements to remove from registration, by means of a post-effective amendment, any securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all such securities of the Company registered pursuant to the Registration Statements that remain unsold as of the date hereof. Each Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities.

SIGNATURES

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-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, California, on this 31^th day of July, 2025.

THIRD HARMONIC BIO, INC.
By:		/s/ Christopher Murphy
		Christopher Murphy
		Chief Financial and Business 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.

FAQ

Why did THRD file a Post-Effective Amendment on Form S-8?

To deregister all unsold shares from its equity incentive and ESPP plans following approval of a Plan of Dissolution.

How many shares are being deregistered by Third Harmonic Bio?

Approximately 15.4 million common shares across four prior S-8 filings.

When did the dissolution of Third Harmonic Bio become effective?

The Certificate of Dissolution became effective on 31-Jul-2025.

What plans are affected by the deregistration?

The 2019 Stock Incentive Plan, 2022 Equity Incentive Plan and 2022 Employee Stock Purchase Plan are all terminated.

Does the filing include financial results or guidance?

No. The document only addresses deregistration; it contains no financial statements or projections.