As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/04/19  Centogene B.V.                    8-A12B                 1:21K                                    Toppan Merrill/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities               HTML     16K 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-A

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

CENTOGENE B.V.†

(Exact Name of Registrant as Specified in Its Charter)

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. x:

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box. o

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. o

 

Securities Act registration statement file number to which this form relates:          333-234177

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

(Title of Class)
N/A

 

† We intend to convert the legal form of our company under Dutch law from a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) to a public company (naamloze vennootschap) and to change our name from Centogene B.V. to Centogene N.V. prior to the consummation of this offering.

 

 

 

Item 1: Description of Registrant’s Securities to be Registered

 

The description under the heading “Description of share capital and articles of association” relating to the Registrant’s common shares, par value €0.12 per share (the “Common Shares”), in the prospectus included in the Registrant’s Registration Statement on Form F-1 (Registration No. 333-234177) originally filed with the Securities and Exchange Commission on October 11, 2019, as amended (the “Registration Statement”), is incorporated by reference herein. In addition, the description that will be included under the heading “Description of share capital and articles of association” relating to the Common Shares in the Registrant’s final prospectus relating to the Registration Statement to be subsequently filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be incorporated by reference herein.

 

Item 2: Exhibits

 

Pursuant to the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

	CENTOGENE B.V.
	By:	/s/ Arndt Rolfs
		Name:	Arndt Rolfs
		Title:	Chief Executive Officer

 

Date: November 4, 2019

 

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