Attached files
file | filename |
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EX-23.1 - EX-23.1 - Moderna, Inc. | d668047dex231.htm |
EX-5.1 - EX-5.1 - Moderna, Inc. | d668047dex51.htm |
As filed with the Securities and Exchange Commission on December 6, 2018.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MODERNA, INC.
(Exact name of registrant as specified in its charter)
Delaware | 2836 | 81-3467528 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
200 Technology Square
Cambridge, MA 02139
(617) 714-6500
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Stéphane Bancel
Chief Executive Officer
200 Technology Square
Cambridge, MA 02139
(617) 714-6500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Stuart Cable, Esq. Kingsley Taft, Esq. Gregg Katz, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 (617) 570-1000 |
Lori Henderson, Esq. General Counsel Moderna, Inc. 200 Technology Square Cambridge, MA 02139 (617) 714-6500 |
Patrick OBrien, Esq. Michael S. Pilo, Esq. Ropes & Gray LLP |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-228300
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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 | ☒ (Do not check if a smaller reporting company) | 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. ☐
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of Each Class of Securities to be Registered |
Amount to be registered(1) |
Proposed maximum offering price |
Proposed maximum aggregate offering price |
Amount of registration fee(2) | ||||
Common stock, $0.0001 par value per share |
5,217,391 |
$23.00 | $119,999,993 | $14,544 | ||||
| ||||||||
|
(1) | Represents only the additional number of shares being registered and includes 680,529 shares of common stock issuable upon exercise of the underwriters option to purchase additional shares, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1 (File No. 333-228300). |
(2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. The registrant previously registered securities at an aggregate offering price not to exceed $600,000,000 on a Registration Statement on Form S-1 (File No. 333-228300), which was declared effective by the Securities and Exchange Commission on December 6, 2018. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $119,999,993 is hereby registered, which includes shares issuable upon the exercise of the underwriters option to purchase additional shares. |
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the Securities Act). The contents of the Registration Statement on Form S-1 (File No. 333-228300), including the amendments and exhibits thereto, filed by Moderna, Inc. with the Securities and Exchange Commission (the Commission) pursuant to the Securities Act, which was declared effective by the Commission on December 6, 2018, are incorporated by reference into this Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
Exhibit No. |
Exhibit Index | |
5.1 | Opinion of Goodwin Procter LLP | |
23.1 | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | |
23.2 | Consent of Goodwin Procter LLP (included in Exhibit 5.1) | |
24.1* | Power of Attorney |
* | Previously filed on the signature page to the Registrants Registration Statement on Form S-1, as amended (File No. 333-228300), originally filed with the Securities and Exchange Commission on November 9, 2018 and incorporated by reference herein. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 6th day of December, 2018.
MODERNA, INC. | ||
By: | /s/ Stéphane Bancel | |
Name: Stéphane Bancel | ||
Title: Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following person in the capacities and on the date indicated.
Name | Title | Date | ||||
By: |
/s/ Stéphane Bancel Stéphane Bancel |
Chief Executive Officer and Director (Principal Executive Officer) | December 6, 2018 | |||
By: | * Lorence Kim, M.D. |
Chief Financial Officer (Principal Financial Officer) |
December 6, 2018 | |||
By: | * Jennifer Lee |
Chief Accounting Officer (Principal Accounting Officer) |
December 6, 2018 | |||
By: | * Noubar B. Afeyan, Ph.D. |
Chairman and Director | December 6, 2018 | |||
By: | * Stephen Berenson |
Director | December 6, 2018 | |||
By: | * Peter Barton Hutt, LL.M. |
Director | December 6, 2018 | |||
By: | * Robert Langer, Sc.D. |
Director | December 6, 2018 | |||
By: | * Elizabeth Nabel, M.D. |
Director | December 6, 2018 | |||
By: | * Israel Ruiz |
Director | December 6, 2018 | |||
By: | * Paul Sagan |
Director | December 6, 2018 | |||
By: | * Moncef Slaoui, Ph.D. |
Director | December 6, 2018 | |||
*By: | /s/ Stéphane Bancel Stéphane Bancel |
Attorney-in-Fact | December 6, 2018 |