As filed with the Securities and Exchange Commission on March 13, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MODERNA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 81-3467528 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
200 Technology Square
Cambridge, MA 02139
(617)714-6500
(Address of Principal Executive Offices)
Moderna, Inc. 2018 Stock Option and Incentive Plan
(Full Title of the Plans)
Stéphane Bancel
Chief Executive Officer
200 Technology Square
Cambridge, MA 02139
(617)714-6500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Stuart Cable, Esq. Kingsley Taft, Esq. Gregg Katz, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 (617)570-1000 | Lori Henderson, Esq. General Counsel Moderna, Inc. 200 Technology Square Cambridge, Massachusetts 02139 (617)714-6500 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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” inRule 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. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price per Share (2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, $0.0001 par value per share | 13,151,956 shares(3) | $20.49 | $269,483,578.44 | $32,661.41 | ||||
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| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act, and based on $20.49, the average of the high and low sale prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on March 8, 2019. |
| (3) | Represents an automatic increase to the number of shares available for issuance under the Registrant’s 2018 Stock Option and Incentive Plan (the “2018 Plan”), in accordance with the automatic annual increase provision of the 2018 Plan, effective as of January 1, 2019. Shares available for issuance under the 2018 Plan were previously registered onForm S-8 filed with the Securities and Exchange Commission on December 7, 2018(Registration No. 333-228718). |
Proposed sales to take place as soon after the effective date of the Registration Statement as awards are granted, exercised or distributed under the above-named plans.
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on FormS-8 registers additional shares of Common Stock under the 2018 Plan. The number of shares of Common Stock reserved and available for issuance under the 2018 Plan is subject to an automatic annual increase on each January 1 by an amount equal to four percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator (as defined in the 2018 Plan). Accordingly, on January 1, 2019, the number of shares of Common Stock reserved and available for issuance under the 2018 Plan increased by 13,151,956. This Registration Statement registers these additional 13,151,956 shares of Common Stock. The additional shares are of the same class as other securities relating to the 2018 Plan for which the Registrant’s registration statement filed on FormS-8 (FileNo. 333-228718) on December 7, 2018, is effective. The information contained in the Registrant’s registration statement filed on FormS-8 (FileNo. 333-228718) on December 7, 2018 is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index below for a list of exhibits filed as part of this registration statement on FormS-8, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
| * | Filed herewith |
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 FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 13th day of March, 2019.
| MODERNA, INC. | ||
| By: | /s/ Stéphane Bancel | |
| Stéphane Bancel | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Stéphane Bancel and Lorence H. Kim M.D. as such person’s true and lawfulattorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on FormS-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each saidattorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any saidattorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.
Name | Title | Date | ||
/s/ Stéphane Bancel Stéphane Bancel | Chief Executive Officer and Director (Principal Executive Officer) | March 13, 2019 | ||
/s/ Lorence H. Kim Lorence H. Kim, M.D. | Chief Financial Officer (Principal Financial Officer) | March 13, 2019 | ||
/s/ Jennifer Lee Jennifer Lee | Chief Accounting Officer (Principal Accounting Officer) | March 13, 2019 | ||
/s/ Noubar B. Afeyan Noubar B. Afeyan, Ph.D. | Chairman and Director | March 13, 2019 | ||
/s/ Stephen Berenson Stephen Berenson | Director | March 13, 2019 | ||
/s/ Peter Barton Hutt Peter Barton Hutt, LL.M. | Director | March 13, 2019 | ||
/s/ Robert Langer Robert Langer, Sc.D. | Director | March 13, 2019 | ||
/s/ Elizabeth Nabel Elizabeth Nabel, M.D. | Director | March 13, 2019 | ||
/s/ Israel Ruiz Israel Ruiz | Director | March 13, 2019 | ||
/s/ Paul Sagan Paul Sagan | Director | March 13, 2019 | ||
/s/ Moncef Slaoui Moncef Slaoui, Ph.D. | Director | March 13, 2019 | ||
