As filed with the Securities and Exchange Commission on February 24, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
ARVINAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
__________________
| Delaware | 47-2566120 | |||||||
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
5 Science Park 395 Winchester Ave. New Haven, Connecticut | 06511 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
2018 Stock Incentive Plan
2018 Employee Stock Purchase Plan
(Full Title of the Plans)
John Houston, Ph.D.
President and Chief Executive Officer
Arvinas, Inc.
5 Science Park
395 Winchester Ave.
New Haven, Connecticut 06511
(Name and Address of Agent for Service)
(203) 535-1456
(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. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the 2018 Stock Incentive Plan and the 2018 Employee Stock Purchase Plan of Arvinas, 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 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-227555, filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2018 by the Registrant, relating to the Registrant’s Incentive Share Plan, as amended, 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, (ii) the Registration Statement on Form S-8, File No. 333-231388, filed with the SEC on May 10, 2019 by the Registrant, relating to the Registrant’s 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, (iii) the Registration Statement on Form S-8, File No. 333-237215, filed with the SEC on March 16, 2020 by the Registrant, relating to the Registrant’s 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, (iv) the Registration Statement on Form S-8, File No. 333-253721, filed with the SEC on March 1, 2021 by the Registrant, relating to the Registrant’s 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, and (v) the Registration Statement on Form S-8, File No. 333-263095, filed with the SEC on February 28, 2022 by the Registrant, relating to the Registrant’s 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, in each case, except to the extent amended or superseded by the contents hereof.
Item 8. Exhibits
| Exhibit No. | Description | |||||||
| 4.1(1) | ||||||||
| 4.2(2) | ||||||||
| 5.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 24.1 | ||||||||
| 99.1(3) | ||||||||
| 99.2(4) | ||||||||
107 | ||||||||
| (1) | Previously filed with the Securities and Exchange Commission on October 1, 2018 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K and incorporated herein by reference. | ||||
| (2) | Previously filed with the Securities and Exchange Commission on October 1, 2018 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K and incorporated herein by reference. | ||||
| (3) | Previously filed with the Securities and Exchange Commission on September 14, 2018 as Exhibit 10.4 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227112), and incorporated herein by reference. | ||||
| (4) | Previously filed with the Securities and Exchange Commission on September 14, 2018 as Exhibit 10.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-227112), and incorporated herein by reference. | ||||
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 New Haven, State of Connecticut, on this 24th day of February, 2023.
ARVINAS, INC. | ||||||||
| By: | /s/ John Houston, Ph.D. | |||||||
| John Houston, Ph.D. | ||||||||
| President and Chief Executive Officer | ||||||||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Arvinas, Inc., hereby severally constitute and appoint John Houston, Ph.D., Sean Cassidy and Matthew Batters, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith and any and all amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Arvinas, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ John Houston, Ph.D. | President, Chief Executive Officer and Director (principal executive officer) | February 24, 2023 | ||||||||||||
| John Houston, Ph.D. | ||||||||||||||
| /s/ Sean Cassidy | Chief Financial Officer and Treasurer (principal financial officer) | February 24, 2023 | ||||||||||||
| Sean Cassidy | ||||||||||||||
| /s/ David Loomis | Vice President, Chief Accounting Officer (principal accounting officer) | February 24, 2023 | ||||||||||||
| David Loomis | ||||||||||||||
| /s/ Timothy Shannon, M.D. | Chairman of the Board of Directors | February 24, 2023 | ||||||||||||
| Timothy Shannon, M.D. | ||||||||||||||
| /s/ Linda Bain | Director | February 24, 2023 | ||||||||||||
| Linda Bain | ||||||||||||||
| /s/ Everett Cunningham | Director | February 24, 2023 | ||||||||||||
| Everett Cunningham | ||||||||||||||
| /s/ Wendy Dixon, Ph.D. | Director | February 24, 2023 | ||||||||||||
| Wendy Dixon, Ph.D. | ||||||||||||||
| /s/ Edward Kennedy, Jr. | Director | February 24, 2023 | ||||||||||||
| Edward Kennedy, Jr. | ||||||||||||||
| /s/ Briggs Morrison, M.D. | Director | February 24, 2023 | ||||||||||||
| Briggs Morrison, M.D. | ||||||||||||||
| /s/ Leslie Norwalk, Esq. | Director | February 24, 2023 | ||||||||||||
| Leslie Norwalk, Esq. | ||||||||||||||
| /s/ Laurie Smaldone Alsup, M.D. | Director | February 24, 2023 | ||||||||||||
| Laurie Smaldone Alsup, M.D. | ||||||||||||||
| /s/ John Young | Director | February 24, 2023 | ||||||||||||
| John Young | ||||||||||||||
Exhibit 107
Calculation of Filing Fee Tables
| Form S-8 | ||
| (Form Type) | ||
| Arvinas, 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 Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
| Equity | Common Stock, $0.001 par value per share | Other | 2,661,985 shares (2) | $34.73 (3) | $92,450,739 (3) | $110.20 per $1,000,000 | $10,188.07 | ||||||||||||||||
| Total Offering Amounts | $92,450,739 | $10,188.07 | |||||||||||||||||||||
| Total Fee Offsets | $0.00 | ||||||||||||||||||||||
| Net Fee Due | $10,188.07 | ||||||||||||||||||||||
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, 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) 2,129,588 additional shares issuable under the 2018 Stock Incentive Plan and (ii) 532,397 additional shares issuable under the 2018 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 of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock reported on the Nasdaq Global Select Market on February 17, 2023. | ||||
Exhibit 5.1
+1 212 230 8800 (t) +1 212 230 8888 (f) wilmerhale.com | ||
February 24, 2023
Arvinas, Inc.
5 Science Park
395 Winchester Ave.
New Haven, CT 06511
Re: Registration Statement on Form S-8 2018 Stock Incentive Plan and 2018 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 2,661,985 shares (the “Shares”) of common stock, $0.001 par value per share (“Common Stock”), of Arvinas, Inc., a Delaware corporation (the “Company”), consisting of (i) 2,129,588 shares of Common Stock issuable under the Company’s 2018 Stock Incentive Plan (the “2018 Plan) and (ii) 532,397 shares of Common Stock issuable under the Company’s 2018 Employee Stock Purchase Plan (together with the 2018 Plan, 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 board of directors and stockholders of the Company, the Registration Statement, the Plans 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 General Corporation Law of the State of Delaware.
February 24, 2023
Page 2
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.
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, | ||||||||
| By: | /s/ Wilmer Cutler Pickering Hale and Dorr LLP | |||||||
| WILMER CUTLER PICKERING HALE AND DORR LLP | ||||||||
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 23, 2023, relating to the consolidated financial statements of Arvinas, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Arvinas, Inc. and subsidiaries for the year ended December 31, 2022.
/s/ Deloitte & Touche LLP
Stamford, Connecticut
February 24, 2023