As filed with the Securities and Exchange Commission on February 23, 2024
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)
Delaware81-3467528
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)

200 Technology Square
Cambridge, MA

02139
(Address of Principal Executive Offices)(Zip Code)
Moderna, Inc. 2018 Stock Option and Incentive Plan
(Full title of the plan)
Stéphane Bancel
Chief Executive Officer
200 Technology Square
Cambridge, MA 02139
(Name and address of agent for service)

(617) 714-6500
(Telephone number, including area code, of agent for service)
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. ☐





STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 registers 15,271,788 additional shares of common stock, par value $0.0001 per share, of Moderna, Inc. (the “Registrant”) under the Moderna, Inc. 2018 Stock Option and Incentive Plan (the “2018 Plan”) as a result of the operation of an automatic annual increase provision therein.
The additional shares are of the same class as other securities relating to the 2018 Plan for which the Registrant’s Registration Statement on Form S-8 (File No. 333-228718), filed with the Securities and Exchange Commission on December 7, 2018 (the “2018 Registration Statement”), is effective. The contents of the 2018 Registration Statement are hereby incorporated by reference pursuant to General Instruction E to Form S-8.





Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.

Exhibit
No.		Description
4.1
4.2
5.1*
23.1*
23.2*
24.1*
99.1
107*

*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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 23rd day of February, 2024.
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 James M. Mock as such person’s true and lawful attorney-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 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.
NameTitleDate
/s/ Stéphane Bancel
Chief Executive Officer and Director
(Principal Executive Officer)
Stéphane Bancel
February 23, 2024
/s/ James M. Mock
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
James M. Mock
February 23, 2024
/s/ Noubar B. Afeyan
Noubar B. Afeyan, Ph.D.
Chairman and Director
February 23, 2024
/s/ Stephen Berenson
Stephen Berenson
Director
February 23, 2024
/s/ Sandra Horning, M.D.
Sandra Horning, M.D.
Director
February 23, 2024
/s/ Robert Langer
Robert Langer, Sc.D.
Director
February 23, 2024
/s/ Francois Nader
François Nader, M.D.
Director
February 23, 2024



/s/ Elizabeth Nabel
Elizabeth Nabel, M.D.
Director
February 23, 2024
/s/ Paul Sagan
Paul Sagan
Director
February 23, 2024
/s/ Elizabeth Tallett
Elizabeth Tallett
Director
February 23, 2024



Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Moderna, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities

Security TypeSecurity
Class
Title		Fee
Calculation
Rule
Amount
Registered (1)
Proposed
Maximum
Offering
Price Per
Share		Maximum
Aggregate
Offering
Price		Fee
Rate		Amount of
Registration
Fee
EquityCommon stock, $0.0001 par value per shareRules 457(c) and 457(h)
15,271,788 (2)
$87.05 (3)
$1,329,409,145.40
0.0001476
$196,220.79
Total Offering Amounts$1,329,409,145.40$196,220.79
Total Fee Offsets—
Net Fee Due$196,220.79

(1)Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (“Registration Statement”) shall also cover any additional shares of the common stock, $0.0001 par value per share (“Common Stock”) of Moderna, Inc. (the “Registrant”) that become issuable in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s Common Stock.

(2)Represents additional shares of the Registrant’s Common Stock automatically reserved and available for issuance under the Moderna, Inc. 2018 Stock Option and Incentive Plan (the “2018 Plan”) resulting from the annual “evergreen” increase in the number of authorized shares reserved and available for issuance under the 2018 Plan on January 1, 2024. The annual increase was equal to four percent (4%) of the number of shares of Common Stock issued and outstanding on January 1, 2024. Shares available for issuance under the 2018 Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on December 7, 2018 (File No. 333-228718), March 13, 2019 (File No. 333-230245) and February 27, 2020 (File No. 333-236713).

(3)Estimated in accordance with Rules 457(c) and (h) of the Securities Act, solely for the purpose of calculating the registration fee. The proposed maximum offering price per share of $87.05 was computed by averaging the $88.57 (high) and $85.53 (low) prices of a share of the Registrant’s Common Stock as reported on The Nasdaq Global Select Market on February 21, 2024.




Exhibit 5.1
image_0a.jpg
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210

goodwinlaw.com
+1 617 570 1000
February 23, 2024

Moderna, Inc.
200 Technology Square
Cambridge, MA 02139

Re:    Securities Being Registered under Registration Statement on Form S-8

We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 15,271,788 shares (the “Shares”) of Common Stock, $0.0001 par value per share (“Common Stock”), of Moderna, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Moderna, Inc. 2018 Stock Option and Incentive Plan (the “Plan”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

The opinion set forth below is limited to the Delaware General Corporation Law.

For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable.

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

                             /s/ Goodwin Procter LLP

GOODWIN PROCTER LLP

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2018 Stock Option and Incentive Plan of Moderna, Inc. of our reports dated February 23, 2024, with respect to the consolidated financial statements of Moderna, Inc. and the effectiveness of internal control over financial reporting of Moderna, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Boston, Massachusetts
February 23, 2024

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