SEC Form S-8 filed by Tango Therapeutics Inc.
As filed with the Securities and Exchange Commission on February 27, 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
TANGO THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 85-1195036 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 201 Brookline Ave., Suite 901 Boston, MA |
02215 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Tango Therapeutics, Inc. 2021 Stock Option and Incentive Plan
Tango Therapeutics, Inc. 2021 Employee Stock Purchase Plan
(Full title of the plan)
Barbara Weber, M.D.
President and Chief Executive Officer
Tango Therapeutics, Inc.
201 Brookline Ave., Suite 901
Boston, MA 02215
(Name and address of agent for service)
(857) 320-4900
(Telephone number, including area code, of agent for service)
Copies to:
| Mitchell S. Bloom, Esq. Marishka DeToy, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000 |
Douglas Barry, Esq. Chief Legal Officer Tango Therapeutics, Inc. 201 Brookline Avenue, Suite 901 Boston, MA 02215 (857) 320-4900 |
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 AND STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of (i) registering the offer and sale of an additional 5,386,467 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), to be issued under the Registrant’s 2021 Stock Option and Incentive Plan and (ii) registering the offer and sale of an additional 949,873 shares of the Registrant’s Common Stock, to be issued under the Registrant’s 2021 Employee Stock Purchase Plan. This Registration Statement incorporates by reference the contents of the registration statements on Form S-8, filed by the Registrant on October 14, 2021 (File No. 333-260258), March 28, 2022 (File No. 333-263893), February 7, 2023 (File No. 333-269620) and March 18, 2024 (File No. 333-278016), relating to the Registrant’s 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
| * | Filed herewith. |
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 Boston, Commonwealth of Massachusetts, on the 27th day of February, 2025.
| Tango Therapeutics, Inc. | ||
| By: | /s/ Barbara Weber | |
| Name: | Barbara Weber, M.D. | |
| Title: | President and Chief Executive Officer | |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints each of Barbara Weber and Daniella Beckman, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act, (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitute or substitutes, 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/ Barbara Weber |
President, Chief Executive Officer and Director | February 27, 2025 | ||
| Barbara Weber, M.D. | (Principal Executive Officer) | |||
| /s/ Daniella Beckman |
Chief Financial Officer | February 27, 2025 | ||
| Daniella Beckman | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Alexis Borisy |
Director | February 27, 2025 | ||
| Alexis Borisy | ||||
| /s/ Lesley Calhoun |
Director | February 27, 2025 | ||
| Lesley Calhoun | ||||
| /s/ John Ketchum |
Director | February 27, 2025 | ||
| John Ketchum | ||||
| /s/ Kanishka Pothula |
Director | February 27, 2025 | ||
| Kanishka Pothula | ||||
| /s/ Malte Peters |
Director | February 27, 2025 | ||
| Malte Peters, M.D. | ||||
| /s/ Mace Rothenberg |
Director | February 27, 2025 | ||
| Mace Rothenberg, M.D. | ||||