S-8 1 glue-s8-2023.htm S-8 S-8

As filed with the Securities and Exchange Commission on March 16, 2023

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

 

84-3766197

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

645 Summer Street, Suite 102

Boston, Massachusetts 02210

(Address of Principal Executive Offices)

Monte Rosa Therapeutics, Inc. 2020 Stock Option and Grant Plan

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.

645 Summer Street, Suite 102

Boston, Massachusetts 02210

(617) 949-2643

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Robert E. Puopolo, 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

 

 

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 is filed to register the offer and sale of (i) an additional 2,466,176 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 statement on Form S-8, File No. 333-257406, filed by the Registrant on June 25, 2021, 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

 

 

 

 

Exhibit No.

 

Description

 

 

4.1

 

Fourth Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40522) filed with the Securities and Exchange Commission on June 28, 2021).

 

 

4.2

 

Amended and Restated By-laws (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40522) filed with the Securities and Exchange Commission on June 28, 2021).

 

 

4.3

 

Second Amended and Restated Investors’ Rights Agreement among the registrant and certain of its stockholders, dated March 11, 2021 (Incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-1, as amended (File No. 333-256773)).

 

 

4.4

 

Description of Securities (incorporated by reference to Exhibit 4.2 of the Registrant’s Annual Report on Form 10-K (File No. 001-40522) filed with the Securities and Exchange Commission on March 29, 2022).

 

 

5.1*

 

Opinion of Goodwin Procter LLP.

 

 

23.1*

 

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.

 

 

23.2*

 

Consent of Goodwin Procter LLP (included in Exhibit 5.1).

 

 

24.1*

 

Power of Attorney (included on signature page to this registration statement).

 

 

99.1

 

2021 Stock Option and Incentive Plan and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the registrant’s Registration Statement on Form S-1, as amended (File No. 333-256773)).

 

 

99.2

 

2021 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.3 to the registrant’s Registration Statement on Form S-1, as amended (File No. 333-256773)).

 

 

107*

 

Filing Fee Table.

 

*

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 16th day of March, 2023.

 

 

 

 

MONTE ROSA THERAPEUTICS, INC.

 

 

By:

 

/s/ Markus Warmuth

 

 

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 and Ajim Tamboli, and each of them, either of whom may act without the joinder of the other, as his or her true and lawful attorneys-in-fact and agents 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 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 he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, 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

 

 

 

/s/ Markus Warmuth

Markus Warmuth

 

President, Chief Executive Officer and Director (Principal Executive Officer)

 

March 16, 2023

 

 

 

/s/ Ajim Tamboli

Ajim Tamboli

 

Chief Financial Officer (Principal

Financial Officer and Principal Accounting Officer)

 

March 16, 2023

 

 

 

/s/ Alexander Mayweg

Alexander Mayweg

 

Chairman and Director

 

March 16, 2023

 

 

 

/a/ Ali Behbahani

Ali Behbahani

 

Director

 

March 16, 2023

 

 

 

/s/ Kimberly L. Blackwell

Kimberly L. Blackwell

 

Director

 

March 16, 2023

 

 

 

/s/ Andrew Schiff

Andrew Schiff

 

Director

 

March 16, 2023

 

 

 

/s/ Chandra P. Leo

Chandra P. Leo

 

Director

 

March 16, 2023

 

 

 

/s/ Christine Siu

Christine Siu

 

Director

 

March 16, 2023