UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
_____________________________________
C4 Therapeutics, Inc.
(Exact name of Registrant as specified in its Charter)
_____________________________________
| Delaware | 47-5617627 | ||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
490 Arsenal Way, Suite 120 Watertown, MA | 02472 | ||||
| (Address of principal executive offices) | (Zip Code) | ||||
_____________________________________
C4 Therapeutics, Inc. 2020 Stock Option and Incentive Plan
C4 Therapeutics, Inc. 2020 Employee Stock Purchase Plan
(Full title of the plans)
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| Andrew J. Hirsch | ||
| President and Chief Executive Officer | ||
| C4 Therapeutics, Inc. | ||
490 Arsenal Way, Suite 120 | ||
Watertown, MA 02472 | ||
| (617) 231-0700 | ||
(Name, address, including zip code, and telephone number, including area code, of agent for service)
| Copies to: | |||||
Lawrence S. Wittenberg, Esq. | Jolie M. Siegel | ||||
Edwin O’Connor, Esq. | Chief Legal Officer | ||||
Shoaib Ghias, Esq. | C4 Therapeutics, Inc. | ||||
Goodwin Procter LLP | 490 Arsenal Way, Suite 120 | ||||
100 Northern Avenue | Watertown, MA 02472 | ||||
Boston, MA 02210 | (617) 231-0700 | ||||
| ((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 | o | Accelerated filer | o | |||||||||||
| Non-accelerated filer | x | Smaller reporting company | x | |||||||||||
| Emerging growth company | o | |||||||||||||
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 2,448,310 shares of the Registrant’s common stock, $0.0001 par value per share, to be issued under the Registrant’s 2020 Stock Option and Incentive Plan (the “Plan”) and (ii) an additional 489,662 shares of the Registrant’s common stock, $0.0001 par value per share, to be issued under the Registrant’s 2020 Employee Stock Purchase Plan (the “ESPP”). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, beginning in 2021, by an amount equal to the lesser of: (i) five percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or (ii) such number of shares of Common Stock as determined by the Administrator (as defined in the Plan). Accordingly, on January 1, 2023, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 2,448,310. 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 in 2021, by an amount equal to the least of: (i) one percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, (ii) 656,714 shares of Common Stock or (iii) such lesser number of shares of Common Stock as determined by the Administrator (as defined in the ESPP). Accordingly, on January 1, 2023, the number of shares of Common Stock reserved and available for issuance under the ESPP increased by 489,662. The additional shares are of the same class as other securities relating to the Plan and the ESPP for which this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-249286, filed by the Registrant on October 2, 2020, Registration Statement on Form S-8, File No. 333-254145, filed by the Registrant on March 11, 2021, and Registration Statement on Form S-8, File No. 333-262949, filed by the Registrant on February 24, 2022, relating to the Registrant’s 2015 Stock Option and Grant Plan, the Plan and the ESPP, pursuant to General Instruction E.
PART II
Information Required in the Registration Statement
Item 8. Exhibits
Refer to the Exhibit Index on the next page for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.
EXHIBIT INDEX
Exhibit No. | Description of Exhibit | Form | File Number | Date of Filing | Exhibit No. | Filed Herewith | |||||||||||||||||
| 4.1 | 8-K | 001-39567 | 10/06/2020 | 3.1 | |||||||||||||||||||
| 4.2 | S-1 | 333-248719 | 09/10/2020 | 3.5 | |||||||||||||||||||
| 4.3 | Amended and Restated Investors’ Rights Agreement among the Registrant, its warrant holder and certain of its stockholders, dated June 5, 2020 | S-1 | 333-248719 | 09/10/2020 | 4.1 | ||||||||||||||||||
| 5.1 | X | ||||||||||||||||||||||
| 23.1 | X | ||||||||||||||||||||||
| 23.2 | X | ||||||||||||||||||||||
| 24.1 | X | ||||||||||||||||||||||
| 99.1 | 10-K | 001-39567 | 02/23/2023 | 10.2 | |||||||||||||||||||
| 99.2 | S-1/A | 333-248719 | 09/28/2020 | 10.3 | |||||||||||||||||||
| 107 | X | ||||||||||||||||||||||
___________________
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 Watertown, Commonwealth of Massachusetts, on this 23rd day of February 2023.
| C4 Therapeutics, Inc. | ||||||||
Date: February 23, 2023 | By: | /s/ Andrew J. Hirsch | ||||||
| Andrew J. Hirsch | ||||||||
| 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 each of Andrew J. Hirsch and Lauren A. White 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/ Andrew J. Hirsch | President, Chief Executive Officer, and Director | February 23, 2023 | |||||||||
| Andrew J. Hirsch | (Principal Executive Officer) | ||||||||||
| /s/ Lauren A. White | Chief Financial Officer and Treasurer | February 23, 2023 | |||||||||
| Lauren A. White | (Principal Financial and Principal Accounting Officer) | ||||||||||
| /s/ Bruce Downey | Chairman and Director | February 23, 2023 | |||||||||
| Bruce Downey | |||||||||||
| /s/ Kenneth C. Anderson, M.D. | Director | February 23, 2023 | |||||||||
| Kenneth C. Anderson, M.D. | |||||||||||
| /s/ Laura Bessen, M.D. | Director | February 23, 2023 | |||||||||
| Laura Bessen, M.D. | |||||||||||
| /s/ Glenn Dubin | Director | February 23, 2023 | |||||||||
| Glenn Dubin | |||||||||||
| /s/ Donna Grogan, M.D. | Director | February 23, 2023 | |||||||||
| Donna Grogan, M.D. | |||||||||||
| /s/ Utpal Koppikar | Director | February 23, 2023 | |||||||||
| Utpal Koppikar | |||||||||||
| /s/ Malcolm Salter | Director | February 23, 2023 | |||||||||
| Malcolm Salter | |||||||||||
Exhibit 107
CALCULATION OF FILING FEE TABLE
Form S-8
(Form Type)
C4 Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
| Security Type | Security Class 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, par value | Rule | 2,448,310 | $5.770 | $ | 14,126,748.70 | .00011020 | $1,556.77 | |||||||||||||||
| $0.0001 per share | 457(c) and | (2) | (3) | ||||||||||||||||||||
| Rule | |||||||||||||||||||||||
| 457(h) | |||||||||||||||||||||||
| Equity | Common stock, par value | Rule | 489,662 | $4.905 | $ | 2,401,792.11 | .00011020 | $264.68 | |||||||||||||||
| $0.0001 per share | 457(c) and | (4) | (5) | ||||||||||||||||||||
| Rule | |||||||||||||||||||||||
| 457(h) | |||||||||||||||||||||||
Total Offering Amounts | $1,821.45 | ||||||||||||||||||||||
Total Fee Offsets | . | ||||||||||||||||||||||
Net Fee Due | $1,821.45 | ||||||||||||||||||||||
(1)In accordance with Rule 416 under the Securities Act of 1933, as amended, 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 2,448,310 additional shares issuable under the 2020 Stock Option and Incentive Plan, which represents the automatic annual increase to the number of shares available for issuance under the 2020 Stock Option and Incentive Plan effective as of January 1, 2023.
(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 based on the average of the high and low price of the registrant’s Common Stock as reported on the NASDAQ Global Select Market on February 15, 2023.
(4)Consists of 489,662 additional shares issuable under the 2020 Employee Stock Purchase Plan, which represents the automatic annual increase to the number of shares available for issuance under the 2020 Employee Stock Purchase Plan (the “ESPP”) effective as of January 1, 2023.
(5)The price of $4.905 per share, which is 85% of the average of the high and low sale prices of the Common Stock of the Registrant as quoted on the Nasdaq Global Select Market on February 15, 2023, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act of 1933, as amended, and has been used as these shares are without a fixed price. 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.
Exhibit 5.1
February 23, 2023
C4 Therapeutics, Inc.
490 Arsenal Way, Suite 120
Watertown, MA 02472
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 2,937,972 shares (the “Shares”) of Common Stock, $0.0001 par value per share (“Common Stock”), of C4 Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2020 Stock Option and Incentive Plan and 2020 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 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
C4 Therapeutics, Inc.:
We consent to the use of our report dated February 23, 2023, with respect to the consolidated financial statements of C4 Therapeutics, Inc., incorporated herein by reference.
/s/ KPMG LLP
Boston, Massachusetts
February 23, 2023