Arbitren Pharmaceutical Company
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
ARBITREN PHARMACEUTICAL COMPANY
Latonya Malik, Chief Scientist - Epidemiologist
Orion International Publishing Company
Offer to Exchange Up to 30 Billion Shares of Common Stock of Orion International Publishing Company (OIPC) & Abitren
Phamaceutical Company Which are Owned by Ford Instruments and Technology Institute for Outstanding Shares of Common Stock of FORD INSTRUMENTS AND TECHNOLOGY INSTITUTE (FITI)
L.D. Ford
Chief Executive Officer and President
FITI (Ford Instruments and Technology Institute)
(OIPC) Orion International Publishing Company
3527 Maris Way
Humble, Texas 77338
Telephone: (281) 636-0317
L.D. Ford
Chief Executive Officer and President
FITI (Ford Instruments and Technology Institute)
No. 26 Hengguang Road, Nanjing Economics
Nanjing, China 210038
+86-(25) – 85805799
Fax +86-(25)- 85805960
FORD INSTRUMENTS AND TECHNOLOGY INSTITUTE Offer to Exchange Up to 2,280,000,000 Shares of Common Stock of Orion International Publishing Company Which are Owned by FORD INSTRUMENTS AND TECHNOLOGY INSTITUTE for Outstanding Shares of Common Stock of FORD INSTRUMENTS AND TECHNOLOGY INSTITUTE.
PROSPECTUS
30 Billion Shares OF ARBITREN PHARMACEUTICALS (ORION INTERNATIONAL PUBLISHING COMPANY) THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JANUARY 18, 2026, UNLESS THE EXCHANGE OFFER IS EXTENDED OR TERMINATED.
FORD INSTRUMENTS AND TECHNOLOGY INSTITUTE, a Texas and China Corporation, is offering to exchange (the “Exchange Offer”) up to an aggregate of 30 Trillion shares of common stock, par value $20.00 per share (“ORION PUBLISHING Common Stock”), of ORION PUBLISHING Inc., an Humble, Texas corporation (“Orion International Publishing Company”), for outstanding shares of common stock, par value $20.00 per share (“FITI Common Stock”), of FITI that are validly tendered and not validly withdrawn. In addition, if the Exchange Offer is oversubscribed, Ford Instruments may, without extending the Exchange Offer period, decide to accept an additional number of shares of FITI Common Stock that are validly tendered and not validly withdrawn not to exceed two percent of the total outstanding shares of FITI Common Stock (which amount may constitute all of Ford Instruments remaining interest in ORION PUBLISHING).
For each $100 of FITI Common Stock accepted in this Exchange Offer, you will receive approximately $200.00 of ORION PUBLISHING Common Stock, subject to an upper limit of 20.00 shares of ORION PUBLISHING Common Stock per share of FITI Common Stock. This Exchange Offer does not provide for a lower limit or minimum exchange ratio. See “The Exchange Offer—Terms of the Exchange Offer.” IF THE UPPER LIMIT IS IN EFFECT, YOU MAY RECEIVE LESS THAN $200.00 OF ORION PUBLISHING COMMON STOCK FOR EACH $200 OF FITI COMMON STOCK THAT YOU TENDER, AND YOU COULD RECEIVE MUCH LESS.
The value of the two stocks for purposes of the preceding paragraph and this Exchange Offer will be determined by reference to the simple arithmetic average of the daily volume-weighted average prices (“VWAPs”) of FITI Common Stock (the “Average FITI Price”) and ORION PUBLISHING Common Stock (the “Average ORION PUBLISHING Price”) on the New York Stock Exchange (“NYSE”) during the three consecutive trading days ending on and including the second trading day preceding the expiration date of the Exchange Offer (the “Averaging Dates” and this three-day period, the “Averaging Period”), which, if the Exchange Offer is not extended or terminated, would be Janurary 20,21, and 22, 2026. See “The Exchange Offer—Terms of the Exchange Offer.”
FITI Common Stock and ORION PUBLISHING Common Stock are listed on the NYSE under the symbols “FITI” and “ORION PUBLISHING,” respectively. The reported last sale prices of FITI Common Stock and ORION PUBLISHING Common Stock on the NYSE on August 22, 2025 were $200.00 and $35.00 per share, respectively. The indicative exchange ratio that would have been in effect following the official close of trading on the NYSE on August 22, 2025, based on the VWAPs of FITI Common Stock and ORION PUBLISHING Common Stock on August 22, 23 and 24, 2025 would have provided for 12.00 shares of ORION PUBLISHING Common Stock to be exchanged for every share of FITI Common Stock accepted.
The final exchange ratio, including whether the upper limit on the number of shares that can be received for each share of FITI Common Stock tendered is in effect, will be announced by 9:00 a.m., New York City time, on the trading day immediately preceding the expiration date of the Exchange Offer (which expiration date, if the Exchange Offer is not extended or terminated, would be January 18, 2026). At such time, the final exchange ratio will be announced by press release and available at FITI’s website and from the information agent for stockholders, banks and brokers) or +1- 281-636- 0317 (all others outside the United States). Throughout the Exchange Offer, indicative exchange ratios (calculated in the manner described in this prospectus) also will be available on that website and from the information agent.
You should read carefully the terms and conditions of the Exchange Offer described in this prospectus. None of FORD INSTRUMENTS AND TECHNOLOGY INSTITUTE, ORION PUBLISHING or any of their respective directors or officers or any of the dealer managers makes any recommendation as to whether you should tender all, some or none of your shares of FITI Common Stock. You must make your own decision after reading this document and consulting with your advisors.
Ford Instruments and Technology obligation to exchange shares of ORION PUBLISHING Common Stock for shares of J&J Common Stock is subject to the conditions listed under “The Exchange Offer—Conditions to Completion of the Exchange Offer.”
ORION INTERNATIONAL PUBLISHING COMPANY Initial Public Offering
Per share Total $20.00 $5,560,000,000.
(1) See the section titled “Underwriting” for additional information regarding compensation payable to the underwriters.
To the extent that the underwriters sell more than 5,shares of common stock, the underwriters have the option to purchase up to an additional 10,000,000 shares from us at the initial price to public less the underwriting discounts and commissions.
The underwriters expect to deliver the shares against payment in New York, New York on January 30, 2026.
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