As filed with the Securities and Exchange Commission on February 22, 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
KYMERA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 81-2992166 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
200 Arsenal Yards Blvd., Suite 230 Watertown, MA |
02472 | |
(Address of Principal Executive Offices) | (Zip Code) |
Kymera Therapeutics, Inc. 2020 Stock Option and Incentive Plan
Kymera Therapeutics, Inc. Amended and Restated 2020 Employee Stock Purchase Plan
(Full title of the plan)
Nello Mainolfi, Ph.D.
Founder, President and Chief Executive Officer
Kymera Therapeutics, Inc.
200 Arsenal Yards Blvd., Suite 230
Watertown, MA 02472
(Name and address of agent for service)
617-300-8460
(Telephone number, including area code, of agent for service)
Copies to:
William D. Collins, Esq.
Catherine Magazu, 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 pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 registers 2,223,412 additional shares of common stock, $0.0001 par value per share (the Common Stock), of Kymera Therapeutics, Inc. (the Company) under the Kymera Therapeutics, Inc. 2020 Stock Option and Incentive Plan (the Plan) and 438,898 additional shares of Common Stock under the Kymera Therapeutics, Inc. Amended and Restated 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) four 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 Companys board of directors or the compensation committee of the Companys board of directors. Accordingly, on January 1, 2024, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 2,223,412. 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) 438,898 shares of Common Stock or (iii) such number of shares of Common Stock as determined by the Administrator (as defined in the ESPP). Accordingly, on January 1, 2024, the number of shares of Common Stock reserved and available for issuance under the ESPP increased by 438,898. The additional shares are of the same class as other securities relating to the Plan and the ESPP for which the Registrants registration statements filed on Form S-8 filed with the Securities and Exchange Commission on August 21, 2020 (File No. 333-248249), March 11, 2021 (File No. 333-254122), February 24, 2022 (File No. 333-262947) and February 23, 2023 (File No. 333-269928) are effective. The information contained in the Registrants registration statements on Form S-8 (Registration Nos. 333-248249, 333-254122, 333-262947 and 333-269928) are hereby incorporated by reference pursuant to General Instruction E.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
* | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 February 22, 2024.
KYMERA THERAPEUTICS, INC. | ||||
By: | /s/ Nello Mainolfi | |||
Name: | Nello Mainolfi, Ph.D. | |||
Title: | Founder, President and Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Nello Mainolfi, Ph.D. and Bruce Jacobs, CFA, MBA as such persons true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them, for such person in such persons name, place and stead, 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 of Kymera Therapeutics, Inc., and any or all amendments (including post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, 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, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Nello Mainolfi Nello Mainolfi, Ph.D. |
Director, Founder, President and Chief Executive Officer (Principal Executive Officer) |
February 22, 2024 | ||
/s/ Bruce Jacobs Bruce Jacobs, CFA, MBA |
Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) |
February 22, 2024 | ||
/s/ Jeffrey Albers Jeffrey Albers, J.D., MBA |
Director | February 22, 2024 | ||
/s/ Bruce Booth Bruce Booth, D.Phil. |
Director | February 22, 2024 | ||
/s/ Pamela Esposito Pamela Esposito, Ph.D. |
Director | February 22, 2024 | ||
/s/ Joanna Horobin Joanna Horobin, M.B., Ch.B. |
Director | February 22, 2024 | ||
/s/ Gorjan Hrustanovic Gorjan Hrustanovic, Ph.D. |
Director | February 22, 2024 | ||
/s/ John Maraganore John Maraganore, Ph.D. |
Director | February 22, 2024 | ||
/s/ Leigh Morgan Leigh Morgan |
Director | February 22, 2024 | ||
/s/ Elena Ridloff Elena Ridloff, CFA |
Director | February 22, 2024 | ||
/s/ Victor Sandor Victor Sandor, M.D. |
Director | February 22, 2024 |
Exhibit 5.1
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210
goodwinlaw.com +1 617 570 1000 |
February 22, 2024
Kymera Therapeutics, Inc.
200 Arsenal Yards Blvd., Suite 230
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 (i) 2,223,412 shares (the Plan Shares) of common stock, $0.0001 par value per share (the Common Stock), of Kymera Therapeutics, Inc., a Delaware corporation (the Company), that may be issued pursuant to the Kymera Therapeutics, Inc. 2020 Stock Option and Incentive Plan (the Incentive Plan) and (ii) 438,898 shares (the ESPP Shares and together with the Plan Shares, the Shares) of the Common Stock that may be issued pursuant to the Amended and Restated Kymera Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the ESPP and, together with the Incentive Plan, the Plans).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion 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 the Registration Statement (Form S-8) pertaining to the Kymera Therapeutics, Inc. 2020 Stock Option and Incentive Plan and Kymera Therapeutics, Inc. Amended and Restated 2020 Employee Stock Purchase Plan of our reports dated February 22, 2024, with respect to the consolidated financial statements of Kymera Therapeutics, Inc. and the effectiveness of internal control over financial reporting of Kymera Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
February 22, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Kymera Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
Security Type | Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit |
Maximum Offering |
Fee Rate |
Amount of Registration Fee | |||||||
Equity | Kymera Therapeutics, Inc. 2020 Stock Option and Incentive Plan Common Stock, $0.0001 par value per share | 457(c) 457(h) |
2,223,412 (2) | $37.84 (3) | $84,133,910.08 |
$0.00014760 | $12,418.16 | |||||||
Equity | Kymera Therapeutics, Inc. Amended and Restated 2020 Employee Stock Purchase Plan Common Stock, $0.0001 par value per share | 457(c) 457(h) |
438,898 (4) | $32.16 (5) | $14,114,959.68 | $0.00014760 | $2,083.37 | |||||||
Total Offering Amounts | $98,248,869.76 |
$14,501.53 | ||||||||||||
Total Fee Offsets | | |||||||||||||
Net Fee Due |
$14,501.53 |
(1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement on Form S-8 shall also cover any additional shares of common stock, $0.0001 par value per share (Common Stock), of Kymera Therapeutics, Inc. (the Registrant) which become issuable under the Kymera Therapeutics, Inc. 2020 Stock Option and Incentive Plan (the Plan) and the Kymera Therapeutics, Inc. Amended and Restated 2020 Employee Stock Purchase Plan (the ESPP), by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrants outstanding shares of Common Stock. |
(2) | Represents an automatic increase of 2,223,412 shares of Common Stock to the number of shares available for issuance under the Plan, effective January 1, 2024. Shares available for issuance under the Plan were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on August 21, 2020 (File No. 333-248249), March 11, 2021 (File No. 333-254122), February 24, 2022 (File No. 333-262947) and February 23, 2023 (File No. 333-269928). |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act, and based on the average of the high and low sale prices of the Registrants Common Stock, as quoted on the Nasdaq Global Market, on February 16, 2024. |
(4) | Represents an automatic increase of 438,898 shares of Common Stock to the number of shares available for issuance under the ESPP, effective January 1, 2024. Shares available for issuance under the ESPP were previously registered on registration statements on Form S-8 filed with the Securities and Exchange Commission on August 21, 2020 (File No. 333-248249), March 11, 2021 (File No. 333-254122), February 24, 2022 (File No. 333-262947) and February 23, 2023 (File No. 333-269928). |
(5) | The price of $32.16 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 Market on February 16, 2024, is set forth solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) of the Securities Act 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. |