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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Nuvalent Inc | NASDAQ:NUVL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.33 | 1.63% | 82.78 | 82.77 | 83.00 | 84.75 | 82.33 | 82.82 | 162,921 | 18:33:14 |
As filed with the Securities and Exchange Commission on February 27, 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
NUVALENT, INC.
(Exact name of registrant as specified in its charter)
Delaware | 81-5112298 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
One Broadway, 14th Floor
Cambridge, MA 02142
(Address, including zip code, of Registrants principal executive offices)
Nuvalent, Inc. 2021 Stock Option and Incentive Plan
Nuvalent, Inc. Amended and Restated 2021 Employee Stock Purchase Plan
(Full title of the plan)
James R. Porter
Chief Executive Officer
One Broadway, 14th Floor
Cambridge, MA 02142
(857) 357-7000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with copies to:
Deborah Miller Chief Legal Officer One Broadway, 14th Floor Cambridge, MA 02142 (857) 357-7000 |
Cynthia T. Mazareas, Esq. Wilmer Cutler Pickering Hale and Dorr LLP 60 State Street Boston, Massachusetts 02109 (617) 526-6000 |
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, relating to the 2021 Stock Option and Incentive Plan (the 2021 Plan) and the Amended and Restated 2021 Employee Stock Purchase Plan (the 2021 ESPP) of Nuvalent, Inc. (the Registrant), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the 2021 Plan and the 2021 ESPP has previously been filed and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-258237, relating to the 2021 Plan and the 2021 ESPP filed by the Registrant with the Securities and Exchange Commission on July 28, 2021, (ii) the Registration Statement on Form S-8, File No. 333-263926, relating to the 2021 Plan and the 2021 ESPP filed by the Registrant with the Securities and Exchange Commission on March 29, 2022, and (iii) the Registration Statement on Form S-8, File No. 333-270594, relating to the 2021 Plan and the 2021 ESPP filed by the Registrant with the Securities and Exchange Commission on March 16, 2023.
Item 8. | Exhibits. |
The following exhibits are incorporated herein by reference:
Exhibit Number |
Description of Exhibit |
Form | File No. | Exhibit | Filing Date | Filed Herewith |
||||||||
4.1 | Third Amended and Restated Certificate of Incorporation of the Registrant, as amended | 8-K | 001-40671 | 3.1 | 6/16/2023 | |||||||||
4.2 | Amended and Restated Bylaws of the Registrant | 10-K | 001-40671 | 3.2 | 3/16/2023 | |||||||||
4.3 | Amended and Restated Investors Rights Agreement among the Registrant and certain of its stockholders, effective as of April 30, 2021 | S-1 | 333-257730 | 4.3 | 7/7/2021 | |||||||||
5.1 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP | X | ||||||||||||
23.1 | Consent of KPMG LLP, independent registered public accounting firm | X | ||||||||||||
23.2 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1) | X | ||||||||||||
24.1 | Power of Attorney (included on the signature pages of this registration statement) | X | ||||||||||||
99.1 | 2021 Stock Option and Incentive Plan and forms of award agreements thereunder | S-1/A | 333-257730 | 10.2 | 7/26/2021 | |||||||||
99.2 | Amended and Restated 2021 Employee Stock Purchase Plan | 10-Q | 001-40671 | 10.1 | 8/10/2022 | |||||||||
107 | Filing Fee Table | X |
Pursuant to the requirements of the Securities Act of 1933, 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 this 27th day of February, 2024.
NUVALENT, INC. | ||
By: | /s/ James R. Porter | |
Name: James R. Porter, Ph.D. Title: President and 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 James R. Porter, Alexandra Balcom and Deborah Miller 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
Title |
Date | ||
/s/ James R. Porter James R. Porter, Ph.D. |
President and Chief Executive Officer and Director (Principal Executive Officer) |
February 27, 2024 | ||
/s/ Alexandra Balcom Alexandra Balcom |
Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) |
February 27, 2024 | ||
/s/ Emily Drabant Conley Emily Drabant Conley, Ph.D. |
Director |
February 27, 2024 | ||
/s/ D. Gary Gilliland D. Gary Gilliland, M.D., Ph.D. |
Director |
February 27, 2024 | ||
/s/ Andrew A. F. Hack Andrew A. F. Hack, M.D., Ph.D. |
Director |
February 27, 2024 | ||
/s/ Michael Meyers Michael Meyers, M.D., Ph.D. |
Director |
February 27, 2024 | ||
/s/ Joseph Pearlberg Joseph Pearlberg, M.D., Ph.D. |
Director |
February 27, 2024 | ||
/s/ Anna Protopapas Anna Protopapas |
Director |
February 27, 2024 |
/s/ Matthew Shair Matthew Shair, Ph.D. |
Director |
February 27, 2024 | ||
/s/ Sapna Srivastava Sapna Srivastava, Ph.D. |
Director |
February 27, 2024 | ||
/s/ Cameron A. Wheeler Cameron A. Wheeler, Ph.D. |
Director |
February 27, 2024 |
Exhibit 5.1
February 27, 2024
Nuvalent, Inc.
One Broadway, 14th Floor
Cambridge, MA 02142
Re: | Registration Statement on Form S-8 |
2021 Stock Option and Incentive Plan
Amended and Restated 2021 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to an aggregate of 3,676,321 additional shares of Class A common stock, $0.0001 par value per share (the Shares), of Nuvalent, Inc., a Delaware corporation (the Company), issuable under the Companys 2021 Stock Option and Incentive Plan and Amended and Restated 2021 Employee Stock Purchase Plan (together, the Plans).
We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or blue sky laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the state laws of the Commonwealth of Massachusetts, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
February 27, 2024 Page 2 |
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Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby 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 of the Commission.
Very truly yours,
/s/ Wilmer Cutler Pickering Hale and Dorr LLP
WILMER CUTLER PICKERING HALE AND DORR LLP
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the use of our report dated February 27, 2024, with respect to the consolidated financial statements of Nuvalent, Inc., and the effectiveness of internal control over financial reporting, incorporated herein by reference.
/s/ KPMG LLP
Boston, Massachusetts
February 27, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Nuvalent, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||
Equity | Class A common stock, par value $0.0001 per share | Other | 3,676,321 (2) | $81.38(3) | $299,179,003(3) | $147.60 per $1,000,000 |
$44,159.00 | |||||||
Total Offering Amounts | $299,179,003 | $44,159.00 | ||||||||||||
Total Fee Offsets | | |||||||||||||
Net Fee Due | $44,159.00 |
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Consists of (i) 3,203,257 additional shares issuable under the 2021 Stock Option and Incentive Plan and (ii) 473,064 additional shares issuable under the Amended and Restated 2021 Employee Stock Purchase Plan. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based upon the average of the high and low sales price of the registrants Class A common stock on the Nasdaq Global Select Market on February 21, 2024. |
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