Securities Registration: Employee Benefit Plan (s-8)
March 29 2022 - 6:32AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 29, 2022
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)
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| Delaware |
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81-5112298 |
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incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
One Broadway, 14th Floor
Cambridge, MA 02142
(Address, including zip code, of Registrant’s principal executive offices)
Nuvalent, Inc. 2021 Stock Option and Incentive Plan
Nuvalent, Inc. 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:
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| Cynthia T. Mazareas, Esq.
Wilmer Cutler Pickering Hale and Dorr LLP
60 State Street Boston,
Massachusetts 02109 (617) 526-6000 |
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Deborah Miller
Chief Legal Officer One
Broadway, 14th Floor Cambridge, MA 02142
(857) 357-7000 |
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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☒ |
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 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 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.
The following exhibits are incorporated herein by reference:
SIGNATURES
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 29th day of March, 2022.
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| NUVALENT, INC. |
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| By: |
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/s/ James R. Porter |
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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 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, this registration statement has been signed by the following persons in the capacities and on the
dates indicated.
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| Name |
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Title |
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Date |
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| /s/ James R. Porter |
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President and Chief Executive Officer and Director
(Principal Executive Officer) |
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March 29, 2022 |
| James R. Porter, Ph.D. |
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| /s/ Alexandra Balcom |
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Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer) |
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March 29, 2022 |
| Alexandra Balcom |
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| /s/ Emily Drabant Conley |
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Director |
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March 29, 2022 |
| Emily Drabant Conley, Ph.D. |
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| /s/ D. Gary Gilliland |
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Director |
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March 29, 2022 |
| D. Gary Gilliland, M.D., Ph.D. |
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| /s/ Andrew A. F. Hack |
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Director |
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March 29, 2022 |
| Andrew A. F. Hack, M.D., Ph.D. |
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| /s/ Robert Jackson |
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Director |
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March 29, 2022 |
| Robert Jackson, M.D. |
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| /s/ Joseph Pearlberg |
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Director |
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March 29, 2022 |
| Joseph Pearlberg, M.D., Ph.D. |
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| /s/ Matthew Shair |
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Director |
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March 29, 2022 |
| Matthew Shair, Ph.D. |
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| Name |
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Title |
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Date |
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| /s/ Sapna Srivastava |
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Director |
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March 29, 2022 |
| Sapna Srivastava, Ph.D. |
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| /s/ Cameron A. Wheeler |
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Director |
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March 29, 2022 |
| Cameron A. Wheeler, Ph.D. |
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