As filed with the Securities and Exchange Commission on March 14, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MONTE ROSA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
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84-3766197 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
321 Harrison Avenue, Suite 900
Boston, Massachusetts 02118
(Address of Principal Executive Offices)
Monte Rosa Therapeutics, Inc. 2021 Stock Option and Incentive Plan
Monte Rosa Therapeutics, Inc. 2021 Employee Stock Purchase Plan
(Full Title of the Plans)
Markus Warmuth, M.D.
President and Chief Executive Officer
Monte Rosa Therapeutics, Inc.
321 Harrison Ave, Suite 900
Boston, Massachusetts 02118
(617) 949-2643
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert E. Puopolo, Esq.
Daniel Hughes, 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 |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Statement of Incorporation by Reference
This Registration Statement on Form S-8 is filed to register the offer and sale of (i) an additional 2,507,011 shares of the Registrant’s common stock, $0.0001 par value per share, to be issued under the Registrant’s 2021 Stock Option and Incentive Plan and (ii) an additional 439,849 shares of the Registrant’s common stock, $0.0001 par value per share, 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, File No. 333-257406, filed by the Registrant on June 25, 2021, File No. 333-263953, filed by the Registrant on March 29, 2022, and File No. 333-270607, filed by the Registrant on March 16, 2023, and the registration 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 below for a list of exhibits filed as part of this registration statement on Form S-8, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
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Exhibit No. |
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Description |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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4.5 |
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5.1* |
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23.1* |
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Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm. |
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23.2* |
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24.1* |
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Power of Attorney (included on signature page to this registration statement). |
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99.1 |
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99.2 |
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107* |
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Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 14th day of March, 2024.
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MONTE ROSA THERAPEUTICS, INC. |
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By: |
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/s/ Markus Warmuth |
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Markus Warmuth President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints Markus Warmuth as his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her 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 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 he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the date indicated below.
Name |
Title |
Date |
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/s/ Markus Warmuth |
President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer) |
March 14, 2024 |
Markus Warmuth |
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/s/ Edmund Dunn |
VP, Corporate Controller (Principal Accounting Officer) |
March 14, 2024 |
Edmund Dunn |
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/s/ Andrew Schiff |
Chairman and Director |
March 14, 2024 |
Andrew Schiff |
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/s/ Alexander Mayweg |
Director |
March 14, 2024 |
Alexander Mayweg |
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/s/ Ali Behbahani |
Director |
March 14, 2024 |
Ali Behbahani |
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/s/ Kimberly L. Blackwell |
Director |
March 14, 2024 |
Kimberly L. Blackwell |
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/s/ Chandra P. Leo |
Director |
March 14, 2024 |
Chandra P. Leo |
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/s/ Christine Siu |
Director |
March 14, 2024 |
Christine Siu |
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/s/ Jan Skvarka |
Director |
March 14, 2024 |
Jan Skvarka |
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/s/ Anthony Manning |
Director |
March 14, 2024 |
Anthony Manning |
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Goodwin Procter LLP 100 Northern Ave. Boston, MA 02210 goodwinlaw.com +1 617 570 1000 |
March 14, 2024
Monte Rosa Therapeutics, Inc.
321 Harrison Ave, Suite 900
Boston, MA 02118
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 2,946,860 shares (the “Shares”) of Common Stock, par value $0.0001 per share (“Common Stock”), of Monte Rosa Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan and 2021 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.
This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).
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 this Registration Statement on Form S-8 of our report dated March 14, 2024, relating to the financial statements of Monte Rosa Therapeutics, Inc. appearing in the Annual Report on Form 10-K of Monte Rosa Therapeutics, Inc. for the year ended December 31, 2023.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
March 14, 2024
Exhibit 107
Calculation of Registration Fee
Form S-8
(Form Type)
Monte Rosa Therapeutics, Inc.
(Exact name of Registrant as Specified in its Charter)
Newly Registered Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Share |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Equity |
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Monte Rosa Therapeutics, Inc. 2021 Stock Option and Incentive Plan |
Rule 457(c) and Rule 457(h) |
2,507,011 shares (2) |
$6.56 (3) |
$16,445,992.16 (3) |
0.00014760 |
$2,427.43 |
Equity |
Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the Monte Rosa Therapeutics, Inc. 2021 Employee Stock Purchase Plan |
Rule 457(c) and Rule 457(h) |
439,849 shares (4) |
$5.58 (5) |
$2,454,357.42 (5) |
0.00014760 |
$362.27 |
Total Offering Amounts |
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$18,900,349.58 |
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Total Fees Previously Paid |
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Total Fee Offsets |
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Net Fee Due |
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$2,789.70 |
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(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 effected without the receipt of consideration which results in an increase in the number of our outstanding shares of common stock, $0.0001 par value per share (the "Common Stock"). |
(2) |
Represents an automatic increase to the number of shares available for issuance under the 2021 Stock Option and Incentive Plan (the “2021 Plan”) of 2,507,011, effective as of January 1, 2024. Shares available for issuance under the 2021 Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on June 25, 2021 (File No. 333-257406) March 29, 2022 (File No. 333-263953) and March 16, 2023 (File No. 333-270607). |
(3) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended. The price per share and aggregate offering price are calculated on the basis of $6.56, the average of the high and low price of the registrant’s Common Stock as reported on the Nasdaq Global Select Market on March 11, 2024. |
(4) |
Represents an automatic increase to the number of shares available for issuance under the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) of 439,849, effective as of January 1, 2024. Shares available for issuance under the 2021 ESPP were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on June 25, 2021 (File No. 333-257406) March 29, 2022 (File No. 333-263953) and March 16, 2023 (File No. 333-270607). |
(5) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457(h) of the Securities Act, and based on 85% of the average of the high and low sales price of the Registrant’s Common Stock, as quoted on the Nasdaq Global Select Market, on March 11, 2024. Pursuant to the 2021 ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the fair market value per share of Common Stock on the applicable offering date or on the exercise date of the applicable offering period, whichever is less. |