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EX-23.1 - EX-23.1 - ARVINAS, INC.d564688dex231.htm
EX-5.1 - EX-5.1 - ARVINAS, INC.d564688dex51.htm

As filed with the Securities and Exchange Commission on September 26, 2018

Registration No. 333-                

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ARVINAS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware

(State or other jurisdiction of
incorporation or organization)

 

2834

(Primary Standard Industrial
Classification Code Number)

 

47-2566120

(I.R.S. Employer
Identification Number)

5 Science Park

395 Winchester Ave.

New Haven, Connecticut 06511

(203) 535-1456

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

John Houston, Ph.D.

Chief Executive Officer

Arvinas, Inc.

5 Science Park

395 Winchester Ave.

New Haven, Connecticut 06511

(203) 535-1456

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

 

 

 

Copies to:

Steven D. Singer

Brian A. Johnson

Wilmer Cutler Pickering Hale and Dorr LLP

7 World Trade Center

250 Greenwich Street

New York, New York 10007

Telephone: (212) 230-8800

Fax: (212) 230-8888

 

Robert E. Puopolo

Seo Salimi

Goodwin Procter LLP

100 Northern Avenue

Boston, Massachusetts 02210

Telephone: (617) 570-1000

Fax: (617) 523-1231

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-227112

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐
     (Do not check if a 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. ☒

CALCULATION OF REGISTRATION FEE

 

Title of each class of securities

to be registered

 

Amount to be

registered (1)

 

Proposed maximum

offering price

per share (2)

 

Proposed maximum

aggregate

offering price (2)

 

Amount of

registration fee

Common Stock, $0.001 par value per share

  958,333   $16.00   $15,333,328.00   $1,909.00

(1) Includes 125,000 shares of common stock the underwriters have the option to purchase.

(2) Estimated in accordance with Rule 457(a) of the Securities Act of 1933 solely on the basis of $16.00, the initial public offering price as set forth on the cover page of the Registrant’s final Prospectus relating to its initial public offering pursuant to the Registrant’s Registration Statement on Form S-1 (File No. 333-227112).

 

 


EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This registration statement is being filed with respect to the registration of additional shares of common stock, par value $0.001 per share, of Arvinas, Inc., a Delaware corporation, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the earlier registration statement on Form S-1 (File No. 333-227112), which was declared effective by the Commission on September 26, 2018, including the exhibits thereto, are incorporated in this registration statement by reference.

The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.



SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Haven, State of Connecticut, on this 26th day of September, 2018.

 

ARVINAS, INC.
By:   /s/ John Houston, Ph.D.
 

John Houston, Ph.D.

Chief Executive Officer

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/ John Houston, Ph.D.

John Houston, Ph.D.

  

President, Chief Executive Officer and

Director

(principal executive officer)

  September 26, 2018

/s/ Sean Cassidy

Sean Cassidy

  

Chief Financial Officer
(principal financial and accounting officer)

  September 26, 2018

*

Timothy Shannon, M.D.

  

Chairman of the Board of Directors

  September 26, 2018

*

Edward Kennedy, Jr.

  

Director

  September 26, 2018

*

Jakob Loven, Ph.D.

  

Director

  September 26, 2018

*

Bradley Margus

  

Director

  September 26, 2018

*

Briggs Morrison, M.D.

  

Director

  September 26, 2018

*

Kush Parmar, M.D., Ph.D.

  

Director

  September 26, 2018

*

Liam Ratcliffe, M.D., Ph.D.

  

Director

  September 26, 2018

 

By:   /s/ John Houston, Ph.D.
 

John Houston, Ph.D.

Attorney-in-fact