As filed with the Securities and Exchange Commission on March 23, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
SPRINGWORKS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
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83-4066827 |
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(State or
other jurisdiction of |
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(I.R.S. Employer |
100 Washington Blvd
Stamford, CT 06902
(203) 883-9490
(Address of Principal Executive Offices)
SpringWorks Therapeutics, Inc. 2019 Stock Option and Equity Incentive Plan
SpringWorks Therapeutics, Inc. 2019 Employee Stock Purchase Plan
(Full Title of the Plans)
Saqib Islam
Chief Executive Officer
100 Washington Blvd
Stamford, CT 06902
(203) 883-9490
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Kingsley Taft, Esq.
Laurie A. Burlingame, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, Massachusetts 02210
(617) 570-1000
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 ¨ |
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Accelerated filer ¨ |
| Non-accelerated
filer x |
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Smaller reporting company ¨ |
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Emerging growth company x
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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. ¨
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee (2) |
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| Common Stock, $0.0001 par value per share | 2,150,304 shares | (2) | $28.72 | (4) | $61,756,730.88 | $8,017 | |||
| Common Stock, $0.0001 par value per share | 430,061 shares | (3) | $24.41 | (5) | $10,497,789.01 | $1,363 | |||
| Total | 2,580,365 shares | $72,254,519.89 | $9,380 |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. |
| (2) | Represents an automatic increase to the number of shares available for issuance under the Registrant’s 2019 Stock Option and Equity Incentive Plan (the “Equity Incentive Plan”), effective as of January 1, 2020. Shares available for issuance under the Equity Incentive Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on October 29, 2019 (Registration No. 333-234365). |
| (3) | Represents an automatic increase to the number of shares available for issuance under the Registrant’s 2019 Employee Stock Purchase Plan (the “ESPP”), effective as of January 1, 2020. Shares available for issuance under the ESPP were previously registered on Form S-8 filed with the Securities and Exchange Commission on October 29, 2019 (Registration No. 333-234365). |
| (4) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on $28.72, the average (rounded to the nearest cent) of the high and low sale prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on March 19, 2020. |
| (5) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act, and based on 85% of $28.72, the average of the high and low sale prices of the Registrant’s common stock as reported on the Nasdaq Global Select Market on March 19, 2020. Pursuant to the ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be 85% of the fair market value of a share of common stock on the first trading day of the offering period or on the exercise date, whichever is less. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers additional shares of the Registrant’s common stock, par value $0.0001 (the “Common Stock”) under the Registrant’s 2019 Stock Option and Equity Incentive Plan (the “Equity Incentive Plan”) and 2019 Employee Stock Purchase Plan (the “ESPP”).
The number of shares of Common Stock reserved and available for issuance under the Equity Incentive Plan is subject to an automatic annual increase on each January 1, beginning on January 1, 2020, by an amount equal to five percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator of the Equity Incentive Plan (as defined in the Equity Incentive Plan). Accordingly, on January 1, 2020, the number of shares of Common Stock reserved and available for issuance under the 2019 Private Plan increased by 2,150,304 shares.
The number of shares of Common Stock reserved and available for issuance under the ESPP is subject to an automatic annual increase on each January 1, beginning on January 1, 2020, by the lesser of (i) 1% of the outstanding shares on the immediately preceding December 31, (ii) 663,229 shares of Common Stock, or (iii) such amount as determined by the Administrator of the ESPP (as defined in the ESPP). Accordingly, on January 1, 2020, the number of shares of Common Stock reserved and available for issuance under the ESPP increased by 430,061 shares.
This Registration Statement on Form S-8 registers these additional 2,580,365 shares of Common Stock. The additional shares are of the same class as other securities relating to the plans for which the Registrant’s registration statement filed on Form S-8 (Registration No. 333-234365) on October 29, 2019 is effective. The information contained in the Registrant’s registration statement on Form S-8 (Registration No. 333-234365) is hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is 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 Stamford, Connecticut on the 23rd day of March, 2020.
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SPRINGWORKS THERAPEUTICS, INC. |
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By: | /s/ Saqib Islam | |
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Saqib Islam, J.D. | ||
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Chief Executive Officer and Director |
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POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Saqib Islam 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 person in the capacities and on the date indicated.
| Name | Title | Date | ||
| /s/ Saqib Islam |
Chief Executive Officer, Director |
March 23, 2020 | ||
| Saqib Islam, J.D. | (Principal Executive Officer) | |||
| /s/ Francis I. Perier, Jr. | Chief Financial Officer | March 23, 2020 | ||
| Francis I. Perier, Jr. | (Principal Financial Officer) | |||
| /s/ Daniel S. Lynch | Chairman | March 23, 2020 | ||
| Daniel S. Lynch, M.B.A. | ||||
| /s/ Alan Fuhrman | Director | March 23, 2020 | ||
| Alan Fuhrman | ||||
| /s/ Freda Lewis-Hall | Director | March 23, 2020 | ||
| Freda Lewis-Hall, M.D., DFAPA | ||||
| /s/ Jeffrey Schwartz | Director | March 23, 2020 | ||
| Jeffrey Schwartz, M.B.A. | ||||
| /s/ Stephen Squinto | Director | March 23, 2020 | ||
| Stephen Squinto, Ph.D. |
EXHIBIT INDEX
| * | Filed herewith. |
Exhibit 5.1
March 23, 2020
SpringWorks Therapeutics, Inc.
100 Washington Blvd
Stamford, CT 06902
| Re: | Securities Being Registered under Registration Statement on Form S-8 |
We have acted as counsel to you 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 2,580,365 shares (the “Shares”) of Common Stock, $0.001 par value per share (“Common Stock”) of SpringWorks Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2019 Stock Option and Equity Incentive Plan and 2019 Employee Stock Purchase Plan (collectively, the “Plans”).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions 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.
The opinion set forth below is limited to the Delaware General Corporation Law.
For purposes of the opinion set forth below, we have assumed that no event occurs that causes the number of authorized shares of Common Stock available for issuance by the Company to be less than the number of then unissued Shares.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, upon issuance and delivery against payment therefor in accordance with the terms of the Plans, will be validly issued, fully paid and nonassessable.
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 2019 Stock Option and Equity Incentive Plan and 2019 Employee Stock Purchase Plan of SpringWorks Therapeutics, Inc. (formerly SpringWorks Therapeutics LLC) of our report dated March 12, 2020, with respect to the consolidated financial statements of SpringWorks Therapeutics, Inc (formerly SpringWorks Therapeutics LLC) included in its Annual Report (Form 10-K) for the year ended December 31, 2019, filed with the Securities and Exchange Commission.
| /s/ Ernst & Young LLP | |
| New York, New York | |
| March 23, 2020 |