Securities Registration: Employee Benefit Plan (s-8)
March 13 2019 - 4:38PM
Edgar (US Regulatory)
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
FORM
S-8
REGISTRATION STATEMENT
Under
The
Securities Act of 1933
MODERNA, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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81-3467528
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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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:
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Stuart Cable, Esq.
Kingsley Taft, Esq.
Gregg
Katz, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617)
570-1000
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Lori Henderson, Esq.
General Counsel
Moderna,
Inc.
200 Technology Square
Cambridge, Massachusetts 02139
(617)
714-6500
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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.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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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
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Amount
to be
Registered(1)
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Proposed
Maximum
Offering Price
per
Share (2)
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Common Stock, $0.0001 par value per share
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13,151,956 shares(3)
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$20.49
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$269,483,578.44
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$32,661.41
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(1)
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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.
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(2)
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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 Registrants common stock as reported on the Nasdaq Global Select Market on March 8, 2019.
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(3)
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Represents an automatic increase to the number of shares available for issuance under the Registrants
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 on
Form S-8 filed
with the Securities and Exchange Commission on December 7, 2018
(Registration No. 333-228718).
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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 Form
S-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 Registrants registration statement filed on Form
S-8
(File
No. 333-228718)
on December 7, 2018, is effective. The
information contained in the Registrants registration statement filed on Form
S-8
(File
No. 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 Form
S-8,
which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
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 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.
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MODERNA, INC.
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By:
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/s/ Stéphane Bancel
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Stéphane Bancel
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Chief Executive Officer
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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 persons true and lawful
attorney-in-fact
and agent with full power of substitution and resubstitution, for such person in such persons name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form
S-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 said
attorney-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 said
attorney-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.
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Name
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Title
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Date
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/s/ Stéphane Bancel
Stéphane Bancel
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Chief Executive Officer and Director
(Principal Executive Officer)
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March 13, 2019
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/s/ Lorence H. Kim
Lorence H. Kim, M.D.
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Chief Financial Officer
(Principal Financial Officer)
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March 13, 2019
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/s/ Jennifer Lee
Jennifer Lee
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Chief Accounting Officer
(Principal Accounting Officer)
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March 13, 2019
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/s/ Noubar B. Afeyan
Noubar B. Afeyan, Ph.D.
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Chairman and Director
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March 13, 2019
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/s/ Stephen Berenson
Stephen Berenson
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Director
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March 13, 2019
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/s/ Peter Barton Hutt
Peter Barton Hutt, LL.M.
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Director
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March 13, 2019
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/s/ Robert Langer
Robert Langer, Sc.D.
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Director
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March 13, 2019
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/s/ Elizabeth Nabel
Elizabeth Nabel, M.D.
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Director
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March 13, 2019
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/s/ Israel Ruiz
Israel Ruiz
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Director
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March 13, 2019
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/s/ Paul Sagan
Paul Sagan
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Director
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March 13, 2019
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/s/ Moncef Slaoui
Moncef Slaoui, Ph.D.
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Director
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March 13, 2019
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