As filed with the Securities and Exchange Commission on March 14, 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
Verve Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 82-4800132 | |
(State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
500 Technology Square, Suite 901 Cambridge, MA |
02139 | |
(Address of Principal Executive Offices) | (Zip Code) |
2021 Stock Incentive Plan
Amended and Restated 2021 Employee Stock Purchase Plan
(Full Title of the Plan)
Sekar Kathiresan, M.D.
Chief Executive Officer
Verve Therapeutics, Inc.
500 Technology Square, Suite 901
Cambridge, MA 02139
(Name and Address of Agent for Service)
(617) 603-0070
(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. ☐
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8, relating to the 2021 Stock Incentive Plan (the 2021 Plan) and the Amended and Restated 2021 Employee Stock Purchase Plan (the 2021 Employee Plan) of Verve Therapeutics, 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. 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. 333-257175, relating to the Registrants 2018 Equity Incentive Plan, the 2021 Plan and the 2021 Employee Plan filed by the Registrant with the Securities and Exchange Commission on June 17, 2021, and the information required by Part II is omitted, except as supplemented by the information set forth below.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
The following exhibits are incorporated herein by reference:
* | Filed herewith |
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 14th day of March, 2022.
VERVE THERAPEUTICS, INC. | ||
By: | /s/ Sekar Kathiresan, M.D. | |
Sekar Kathiresan, M.D. | ||
Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Verve Therapeutics, Inc., hereby severally constitute and appoint Sekar Kathiresan, Allison Dorval and Andrew Ashe, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys with full power of substitution and resubstitution in each of them for him or her and in his or her name, place and stead, and in any and all capacities, 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 subsequent 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 Verve Therapeutics, 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
Title |
Date | ||
/s/ Sekar Kathiresan Sekar Kathiresan, M.D. |
Chief Executive Officer, Director (Principal Executive Officer) |
March 14, 2022 | ||
/s/ Allison Dorval Allison Dorval |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
March 14, 2022 | ||
/s/ Burt Adelman Burt Adelman, M.D. |
Director | March 14, 2022 | ||
/s/ John Evans John Evans |
Director | March 14, 2022 | ||
/s/ Michael MacLean Michael MacLean |
Director | March 14, 2022 | ||
/s/ Sheila Mikhail Sheila Mikhail, J.D. |
Director | March 14, 2022 | ||
/s/ Krishna Yeshwant Krishna Yeshwant, M.D. |
Director | March 14, 2022 |
Exhibit 5.1
+1 617 526 6000 (t)
+1 617 526 5000 (f)
March 14, 2022
Verve Therapeutics, Inc.
500 Technology Square, Suite 901
Cambridge, MA 02139
Re: | 2021 Stock Incentive Plan |
Amended and Restated 2021 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the Registration Statement) to be filed with the Securities and Exchange Commission (the Commission) under the Securities Act of 1933, as amended (the Securities Act), relating to an aggregate of 2,910,704 shares of common stock, $0.001 par value per share (the Shares), of Verve Therapeutics, Inc., a Delaware corporation (the Company), issuable under the Companys 2021 Stock Incentive Plan and Amended and Restated 2021 Employee Stock Purchase Plan (collectively, the Plans).
We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or blue sky laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby 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 of the Commission.
March 14, 2022
Page 2
Very truly yours, | ||
WILMER CUTLER PICKERING | ||
HALE AND DORR LLP | ||
By: | /s/ Craig Hilts | |
Craig Hilts, a Partner |
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 2021 Stock Incentive Plan and the Amended and Restated 2021 Employee Stock Purchase Plan of Verve Therapeutics, Inc. of our report dated March 14, 2022, with respect to the consolidated financial statements of Verve Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2021, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
March 14, 2022
Exhibit 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Verve Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1Newly Registered Securities
Security Type | Security Title |
Fee Calculation Rule |
Amount Registered (1) |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee | |||||||
Equity | Common Stock, $0.001 par value per share | Other | 2,910,704 shares (2) | $27.2225 (3) | $79,236,639.64 (3) | $92.70 per $1,000,000 | $7,345.24 | |||||||
Total Offering Amounts | $79,236,639.64 | $7,345.24 | ||||||||||||
Total Fee Offsets | | |||||||||||||
Net Fee Due | $7,345.24 |
(1) | In accordance with Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(2) | Consists of (i) 2,425,587 shares issuable under the 2021 Stock Incentive Plan and (ii) 485,117 shares issuable under the Amended and Restated 2021 Employee Stock Purchase Plan. |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of the average of the high and low sale prices of the registrants common stock on the Nasdaq Global Select Market on March 8, 2022, in accordance with Rule 457(c) under the Securities Act. |