As filed with the Securities and Exchange Commission on February 11, 2025
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, (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, (vi) the Registration Statement on Form S-8, File No. 333-270010, filed with the SEC on February 24, 2023 by the Registrant, relating to the Registrant’s 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, and (vii) the Registration Statement on Form S-8, File No. 333-276519, filed with the SEC on January 16, 2024 by the Registrant, relating to the Registrant’s 2018 Stock Incentive Plan, 2018 Employee Stock Purchase Plan, Inducement Stock Option Award (January 2024) and Inducement Restricted Stock United Award (January 2024), in each case, except to the extent amended or superseded by the contents hereof.
Item 8. Exhibits
The following exhibits are incorporated herein by reference:
| Exhibit No. | Description | |||||||
| 4.1(1) | ||||||||
| 4.2(2) | ||||||||
| 5.1 * | ||||||||
| 23.1 * | ||||||||
| 23.2 * | ||||||||
| 24.1 * | ||||||||
| 99.1(3) | ||||||||
| 99.2(4) | ||||||||
FILING FEES * | Calculation of Filing Fee Tables | |||||||
| (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 (File No. 001-38672) and incorporated herein by reference. | ||||
| (2) | Previously filed with the Securities and Exchange Commission on June 21, 2023 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38672) and incorporated herein by reference. | ||||
| (3) | Previously filed with the Securities and Exchange Commission on September 14, 2018 as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (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 the Registrant’s Registration Statement on Form S-1/A (File No. 333-227112) and incorporated herein by reference. | ||||
| * | 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 New Haven, State of Connecticut, on this 11th day of February, 2025.
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. and Andrew Saik, 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 Chairman of the Board of Directors (principal executive officer) | February 11, 2025 | |||||||||
| John Houston, Ph.D. | |||||||||||
| /s/ Andrew Saik | Chief Financial Officer and Treasurer (principal financial officer) | February 11, 2025 | |||||||||
| Andrew Saik | |||||||||||
| /s/ David K.Loomis | Vice President and Chief Accounting Officer (principal accounting officer) | February 11, 2025 | |||||||||
| David K. Loomis | |||||||||||
| /s/ Sunil Agarwal, M.D. | Director | February 11, 2025 | |||||||||
| Sunil Agarwal, M.D. | |||||||||||
| /s/ Linda Bain | Director | February 11, 2025 | |||||||||
| Linda Bain | |||||||||||
| /s/ Everett Cunningham | Director | February 11, 2025 | |||||||||
| Everett Cunningham | |||||||||||
| /s/ Edward Kennedy, Jr. | Director | February 11, 2025 | |||||||||
| Edward Kennedy, Jr. | |||||||||||
| /s/ Briggs Morrison, M.D. | Director | February 11, 2025 | |||||||||
| Briggs Morrison, M.D. | |||||||||||
| /s/ Leslie Norwalk, Esq. | Director | February 11, 2025 | |||||||||
| Leslie Norwalk, Esq. | |||||||||||
| /s/ Laurie Smaldone Alsup, M.D. | Director | February 11, 2025 | |||||||||
| Laurie Smaldone Alsup, M.D. | |||||||||||
| /s/ John Young | Director | February 11, 2025 | |||||||||
| John Young | |||||||||||