PMV Pharmaceuticals (PMVP) S-8 Registration of securities for employees

As filed with the Securities and Exchange Commission on January 24, 2022

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

(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 Megan J. Baier Wilson Sonsini Goodrich & Rosati, P.C. 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 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

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	1,363,084(2)	$17.52(3)	$23,881,231.68	$2,213.80
TOTAL:			$23,881,231.68	$2,213.80

(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”) 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, 2022 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 $17.52 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 January 18, 2022.

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. Effective January 1, 2022, the number of shares of the Registrant’s common stock available for grant and issuance under the 2020 Plan increased by 1,363,084 shares. 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 pursuant to (i) a registration statement on Form S-8 (File No. 333-249094) filed with the Commission on September 28, 2020 and (ii) a registration statement on Form S-8 (File No. 333-256346) filed with the Commission on May 21, 2021 ((i) and (ii), together, the “Prior Registration Statements”). In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements 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 Registration Statements on Form S-8 previously filed with the Commission on September 28, 2020 (File No.  333-249094) and May 21, 2021 (File No. 333-256346);

(2) 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;

(3) The information specifically incorporated by reference into the 2020 Form 10-K from the Registrant’s definitive proxy statement on Schedule 14A filed with the Commission on April 23, 2021 (File No. 001-39539);

(4) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed with the Commission on May 14, 2021, the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June  30, 2021, filed with the Commission on August 13, 2021 and the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September  30, 2021, filed with the Commission on November 12, 2021;

(5) The Registrant’s Current Reports on Form 8-K, filed with the Commission on April 6, 2021, June  7, 2021, October  5, 2021 and January 6, 2022 (other than information furnished rather than filed); and

(6) 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.

(7) 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 Number	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

* 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 January 24, 2022.

PMV PHARMACEUTICALS, INC.
By:	/s/ David H. Mack
	David H. Mack, Ph.D.
	President and Chief Executive Officer

Power of attorney

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)	January 24, 2022
/s/ Winston Kung Winston Kung	Chief Operating Officer and Chief Financial Officer (Principal Financial and Accounting Officer)	January 24, 2022
/s/ Richard Heyman Richard Heyman, Ph.D.	Chair of the Board	January 24, 2022
/s/ Charles M. Baum Charles M. Baum, M.D., Ph.D.	Director	January 24, 2022
/s/ Arnold Levine Arnold Levine, Ph.D.	Director	January 24, 2022
/s/ Thilo Schroeder Thilo Schroeder, Ph.D.	Director	January 24, 2022
/s/ Laurie Stelzer Laurie Stelzer	Director	January 24, 2022
/s/ Kirsten Flowers Kirsten Flowers	Director	January 24, 2022