As filed with the Securities and Exchange Commission on May 21, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PMV PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 46-3218129 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
8 Clarke Drive, Suite 3
Cranbury, NJ 08512
(609) 642-6670
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
2020 Equity Incentive Plan
2020 Employee Stock Purchase Plan
(Full title of the plan)
David H. Mack, Ph.D.
President and Chief Executive Officer
PMV Pharmaceuticals, Inc.
8 Clarke Drive, Suite 3
Cranbury, NJ 08512
(609) 642-6670
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kenneth A. Clark Tony Jeffries 650 Page Mill Road Palo Alto, CA 94304 | Winston Kung Chief Operating Officer and Chief Financial Officer PMV Pharmaceuticals, Inc. 8 Clarke Drive, Suite 3 Cranbury, NJ 08512 (609) 642-6670 |
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. ☐
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 | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | ||||
Common Stock, $0.00001 par value per share, reserved for issuance pursuant to the 2020 Equity Incentive Plan | 1,343,334(2) | $32.11(3) | $43,134,454.74 | $4,705.97 | ||||
Common Stock, $0.00001 par value per share, reserved for issuance pursuant to the 2020 Employee Stock Purchase Plan | 447,778(4) | $32.11(5) | $14,378,151.58 | $1,568.66 | ||||
TOTAL: | 1,791,112 | $57,512,606.32 | $6,274.63 | |||||
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| (1) | Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2020 Equity Incentive Plan (the “2020 Plan”) and the 2020 Employee Stock Purchase Plan (the “2020 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of common stock. |
| (2) | Represents an automatic annual increase on January 1, 2021 equal to 3% of the total number of shares of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increase is provided for in the 2020 Plan. |
| (3) | Estimated in accordance with Rule 457(c) and (h) solely for the purpose of calculating the registration fee on the basis of $32.11 per share, which represents the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on May 17, 2021. |
| (4) | Represents an automatic annual increase on January 1, 2021 equal to 1% of the total number of shares of the Registrant’s common stock outstanding on December 31 of the preceding year, which annual increase is provided for in the 2020 ESPP. |
| (5) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee on the basis of 85% of $32.11 per share, which represents the average of the high and low prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on May 17, 2021. Pursuant to the 2020 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the common stock on (i) the first trading day of the offering period or (ii) the exercise date. |
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering additional securities of the same class as other securities for which a registration statement of PMV Pharmaceuticals, Inc. (the “Registrant”) on Form S-8 relating to the same employee benefit plan is effective. The number of the Registrant’s common stock available for grant and issuance under the 2020 Plan is subject to annual increase on the first day of each fiscal year beginning with fiscal year 2021, in an amount equal to the least of (i) 4,406,374 shares, (ii) five percent (5%) of the outstanding shares of the Registrant’s common stock on the last day of the immediately preceding fiscal year or (iii) such number of shares determined by the 2020 Plan administrator. The number of the Registrant’s common stock available for grant and issuance under the 2020 ESPP is subject to annual increase on the first day of each fiscal year beginning with fiscal year 2021 equal to the least of (i) 801,504 shares, (ii) one percent (1%) of the outstanding shares of the Registrant’s common stock on the last day of the immediately preceding fiscal year or (iii) such number of shares determined by the 2020 ESPP administrator. On January 1, 2021, the number of shares of the Registrant’s common stock available for grant and issuance under the 2020 Plan and available for issuance under the 2020 ESPP increased by 1,343,334 shares and 447,778 shares, respectively. This Registration Statement registers such additional shares of the Registrant’s common stock.
The Registrant previously registered shares of common stock for issuance under the 2020 Plan and the 2020 ESPP pursuant to a registration statement on Form S-8 (File No. 333-249094) filed with the Commission on September 28, 2020 (the “Prior Registration Statement”). In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statement are hereby incorporated by reference. In accordance with the instructional note to Part I of Form S-8 promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 3, 2021;
(2) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission on May 14, 2021;
(3) The Registrant’s Current Report on Form 8-K, filed with the Commission on April 6, 2021; and
(4) The description of the Registrant’s common stock contained in a registration statement on Form 8-A (File No. 001-39539), filed with the Commission on September 21, 2020, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as updated by the description of the Registrant’s common stock contained in Exhibit 4.1 to the Registrant’s Annual report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on March 3, 2021, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 8. | Exhibits. |
| Incorporated by Reference | ||||||||||||||||||
Exhibit | Description | Form | File No. | Exhibit | Filing Date | |||||||||||||
| 4.1 | Amended and Restated Certificate of Incorporation of the Registrant | 8-K | 001-39539 | 3.1 | 9/29/2020 | |||||||||||||
| 4.2 | Amended and Restated Bylaws of the Registrant | 8-K | 001-39539 | 3.2 | 9/29/2020 | |||||||||||||
| 4.3 | Specimen common stock certificate of the Registrant | S-1/A | 333-248627 | 4.2 | 9/21/2020 | |||||||||||||
| 5.1* | Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation | |||||||||||||||||
| 23.1* | Consent of Independent Registered Public Accounting Firm | |||||||||||||||||
| 23.2* | Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto) | |||||||||||||||||
| 24.1* | Power of Attorney (contained on signature page hereto) | |||||||||||||||||
| 99.1 | 2020 Equity Incentive Plan and forms of agreements thereunder | S-1/A | 333-248627 | 10.3 | 9/21/2020 | |||||||||||||
| 99.2 | 2020 Employee Stock Purchase Plan and forms of agreements thereunder | S-1/A | 333-248627 | 10.4 | 9/21/2020 | |||||||||||||
| * | Filed herewith. |
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 this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cranbury, New Jersey, on May 21, 2021.
| PMV PHARMACEUTICALS, INC. | ||
| By: | /s/ David H. Mack | |
| David H. Mack, Ph.D. | ||
| President and Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David H. Mack, Ph.D. and Winston Kung as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and substitution, for him or her and in their name, place and stead, in any and all capacities, to sign this Registration Statement and any and all amendments thereto (including post-effective amendments), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact, and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ David H. Mack David H. Mack, Ph.D. | President, Chief Executive Officer and Director (Principal Executive Officer) | May 21, 2021 | ||
/s/ Winston Kung Winston Kung | Chief Financial Officer (Principal Financial and Accounting Officer) | May 21, 2021 | ||
/s/ Richard Heyman Richard Heyman, Ph.D. | Chair of the Board | May 21, 2021 | ||
/s/ Charles M. Baum Charles M. Baum, M.D., Ph.D. | Director | May 21, 2021 | ||
/s/ Arnold Levine Arnold Levine, Ph.D. | Director | May 21, 2021 | ||
/s/ Thilo Schroeder Thilo Schroeder, Ph.D. | Director | May 21, 2021 | ||
/s/ Laurie Stelzer Laurie Stelzer | Director | May 21, 2021 | ||
/s/ Peter Thompson Peter Thompson, M.D. | Director | May 21, 2021 | ||
