As filed with the Securities and Exchange Commission on February 21, 2025
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)
325 Binney Street
Cambridge, MA

02142
(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
325 Binney Street
Cambridge, MA 02142
(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 15,420,946 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 21st day of February, 2025.
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
Stéphane Bancel
Chief Executive Officer and Director
(Principal Executive Officer)
February 21, 2025
/s/ James M. Mock
James M. Mock
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
February 21, 2025
/s/ Noubar B. Afeyan
Noubar B. Afeyan, Ph.D.
Chairman and Director
February 21, 2025
/s/ Sandra Horning
Sandra Horning, M.D.
Director
February 21, 2025
/s/ Abbas Hussain
Abbas Hussain
Director
February 21, 2025
/s/ Elizabeth Nabel
Elizabeth Nabel, M.D.
Director
February 21, 2025
/s/ François Nader
François Nader, M.D.
Director
February 21, 2025
/s/ David M. Rubenstein
David M. Rubenstein
Director
February 21, 2025
/s/ Paul Sagan
Paul Sagan
Director
February 21, 2025
/s/ Elizabeth Tallett
Elizabeth Tallett
Director
February 21, 2025


S-8 S-8 EX-FILING FEES 0001682852 Moderna, Inc. Fees to be Paid 0001682852 2025-02-21 2025-02-21 0001682852 1 2025-02-21 2025-02-21 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Moderna, Inc.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Common stock Other 15,420,946 $ 31.12 $ 479,899,839.52 0.0001531 $ 73,472.67

Total Offering Amounts:

$ 479,899,839.52

$ 73,472.67

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 73,472.67

Offering Note

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. 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, 2025. The annual increase was equal to four percent (4%) of the number of shares of Common Stock issued and outstanding on December 31, 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), February 27, 2020 (File No. 333-236713) and February 23, 2024 (File No. 333-277318). 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 $31.12 was computed by averaging the $31.96 (high) and $30.27 (low) prices of a share of the Registrant's Common Stock as reported on The Nasdaq Global Select Market on February 13, 2025.
Exhibit 5.1
image_0a.jpg
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
goodwinlaw.com
+1 617 570 1000
February 21, 2025

February 21, 2025

Moderna, Inc.
325 Binney Street
Cambridge, MA 02142

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

We have acted as your counsel 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 15,420,946 shares (the “Shares”) of Common Stock, par value $0.0001 per share (“Common Stock”), of Moderna, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 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 opinion 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.

For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.

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

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered 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).




Moderna, Inc.
February 21, 2025
Page 2
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 21, 2025, 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, 2024, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP


Boston, Massachusetts
February 21, 2025

v3.25.0.1
Submission
Feb. 21, 2025
Submission [Line Items]  
Central Index Key 0001682852
Registrant Name Moderna, Inc.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Feb. 21, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common stock
Amount Registered | shares 15,420,946
Proposed Maximum Offering Price per Unit 31.12
Maximum Aggregate Offering Price $ 479,899,839.52
Fee Rate 0.01531%
Amount of Registration Fee $ 73,472.67
Offering Note 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. 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, 2025. The annual increase was equal to four percent (4%) of the number of shares of Common Stock issued and outstanding on December 31, 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), February 27, 2020 (File No. 333-236713) and February 23, 2024 (File No. 333-277318). 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 $31.12 was computed by averaging the $31.96 (high) and $30.27 (low) prices of a share of the Registrant's Common Stock as reported on The Nasdaq Global Select Market on February 13, 2025.
v3.25.0.1
Fees Summary
Feb. 21, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 479,899,839.52
Total Fee Amount 73,472.67
Total Offset Amount 0.00
Net Fee $ 73,472.67
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