SWTX SpringWorks Therapeutics Inc

 

As filed with the Securities and Exchange Commission on February 20, 2025

Registration No. 333-     

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

 

SPRINGWORKS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		83-4066827
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
100 Washington Blvd Stamford, CT		06902
(Address of Principal Executive Offices)		(Zip Code)

 

SpringWorks Therapeutics, Inc. Amended and Restated 2019 Stock Option and Equity Incentive Plan

SpringWorks Therapeutics, Inc. 2019 Employee Stock Purchase Plan

(Full Title of the plans)

 

 

Saqib Islam
Chief Executive Officer
100 Washington Blvd
Stamford, CT 06902

(Name and address for agent for service)

 

 

(203) 883-9490

(Telephone number, including area code, of agent for service)

 

 

Copies to:

Kingsley Taft

Sarah Ashfaq

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  x		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. ¨

 

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 registers additional shares of the Registrant’s common stock, par value $0.0001 (the “Common Stock”) under the Registrant’s Amended and Restated 2019 Stock Option and Equity Incentive Plan (the “Equity Incentive Plan”) and 2019 Employee Stock Purchase Plan (the “ESPP”).

 

The number of shares of Common Stock reserved and available for issuance under the Equity Incentive Plan is subject to an automatic annual increase on each January 1, by an amount equal to 5% percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or such lesser number of shares of Common Stock as determined by the Administrator of the Equity Incentive Plan (as defined in the Equity Incentive Plan). Accordingly, on January 1, 2025, the number of shares of Common Stock reserved and available for issuance under the Equity Incentive Plan increased by 3,720,163 shares.

 

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, by the lesser of (i) 1% of the outstanding shares on the immediately preceding December 31, (ii) 663,229 shares of Common Stock, or (iii) such amount as determined by the Administrator of the ESPP (as defined in the ESPP). Accordingly, on January 1, 2025, the number of shares of Common Stock reserved and available for issuance under the ESPP increased by 663,229 shares.

 

This Registration Statement on Form S-8 registers these additional 4,383,392 shares of Common Stock. The additional shares are of the same class as other securities relating to the plans for which the Registrant’s registration statements filed on Form S-8 on October 29, 2019 (Registration No. 333-234365), March 23, 2020 (Registration No. 333-237350), February 25, 2021 (Registration No. 333-253531), February 24, 2022 (Registration No. 333-262996), February 28, 2023 (Registration No. 333-270096) and February 27, 2024 (Registration No. 333-277380) are effective. The information contained in the Registrant’s registration statement on Form S-8 on October 29, 2019 (Registration No. 333-234365), March 23, 2020 (Registration No. 333-237350), February 25, 2021 (Registration No. 333-253531), February 24, 2022 (Registration No. 333-262996), February 28, 2023 (Registration No. 333-270096) and February 27, 2024 (Registration No. 333-277380) are hereby incorporated by reference pursuant to General Instruction E.

 

Part II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

See the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.

 

 

SIGNATURES

 

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 Stamford, Connecticut on the 20^th day of February, 2025.

 

SPRINGWORKS THERAPEUTICS, INC.
By:	/s/ Saqib Islam
	Saqib Islam, J.D.
	Chief Executive Officer and Director

 

POWER OF ATTORNEY AND SIGNATURES

 

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Saqib Islam and Francis I. Perier, Jr. 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/ Saqib Islam		Chief Executive Officer, Director		February 20, 2025
Saqib Islam, J.D.		(Principal Executive Officer)
/s/ Francis I. Perier, Jr.		Chief Financial Officer		February 20, 2025
Francis I. Perier, Jr.		(Principal Financial Officer)
/s/Michael P. Nofi		Chief Accounting Officer		February 20, 2025
Michael P. Nofi		(Principal Accounting Officer)
/s/ Daniel S. Lynch		Chairman		February 20, 2025
Daniel S. Lynch, M.B.A.
s/ Carlos Albán		Director		February 20, 2025
Carlos Albán
/s/ Alan Fuhrman		Director		February 20, 2025
Alan Fuhrman
/s/ Julie Hambleton		Director		February 20, 2025
Julie Hambleton, M.D.
/s/ Freda Lewis-Hall		Director		February 20, 2025
Freda Lewis-Hall, M.D., DFAPA
/s/ Martin Mackay		Director		February 20, 2025
Martin Mackay, Ph.D.

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Second Amended and Restated Certificate of Incorporation of SpringWorks Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K, filed with the Securities and Exchange Commission on September 17, 2019 (File No. 001-39044)).
4.2		Amended and Restated Bylaws of the registrant, as currently in effect. (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 17, 2019 (File No. 001-39044)).
4.3		Amendment to the Amended and Restated Bylaws of the Registrant, as currently in effect. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 27, 2020 (File No. 001-39044).
4.4		Amended and Restated Investors’ Rights Agreement by and among the Registrant and certain of its stockholders, dated August 30, 2019 (Incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission on September 3, 2019 (File No. 333-233351)).
4.5		Amendment to the Amended and Restated Investors’ Rights Agreement, dated as of February 25, 2021 (Incorporated by reference to Exhibit 4.4 to the Registrant's Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 25, 2021 (File No. 001-39044)).
4.6		Description of the Registrant’s Securities (Incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 27, 2024 (File No. 001-39044)).
5.1*		Opinion of Goodwin Procter LLP.
23.1*		Consent of Ernst & Young 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).
99.1		Amended and Restated 2019 Stock Option and Equity Incentive Plan and forms of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2022 (File No. 001-39044)).
99.2		2019 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended, filed on September 3, 2019  (File No. 333-233351)).
107*		Filing Fee Table.

 

*

Filed herewith.

 

 

Exhibit 5.1

 

February 20, 2025

 

SpringWorks Therapeutics, Inc.

100 Washington Blvd

Stamford, CT 06902

 

Re: Securities Being Registered under Registration Statement on Form S-8

 

We have acted as your counsel 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 4,383,392 shares (the “Shares”) of Common Stock, par value $0.0001 per share (“Common Stock”), of SpringWorks Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s Amended and Restated 2019 Stock Option and Equity Incentive Plan and 2019 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 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.

 

For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.

 

The opinion set forth below is limited to the Delaware General Corporation Law.

 

Based on the foregoing, we are of the opinion that the Shares have been duly authorized and, when delivered 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 Amended and Restated 2019 Stock Option and Equity Incentive Plan and 2019 Employee Stock Purchase Plan of SpringWorks Therapeutics, Inc. of our reports dated February 20, 2025, with respect to the consolidated financial statements of SpringWorks Therapeutics, Inc. and the effectiveness of internal control over financial reporting of SpringWorks Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP
Hartford, Connecticut
February 20, 2025

 

 

v3.25.0.1

Submission	Feb. 19, 2025
Submission [Line Items]
Central Index Key	0001773427
Registrant Name	SpringWorks Therapeutics, Inc.
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.25.0.1

Offerings	Feb. 19, 2025 USD ($) shares
Offering: 1
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	2019 Amended and Restated Stock Option and Equity Incentive Plan Common Stock, $0.0001 par value per share
Amount Registered | shares	3,720,163
Proposed Maximum Offering Price per Unit	56.00
Maximum Aggregate Offering Price	$ 208,329,128.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 31,895.19
Offering Note	Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans 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 our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. Represents an automatic increase to the number of shares available for issuance under the Registrant's Amended and Restated 2019 Stock Option and Equity Incentive Plan (the "Equity Incentive Plan"), effective as of January 1, 2024. Shares available for issuance under the Equity Incentive Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on October 29, 2019 (Registration No. 333-234365), March 23, 2020 (Registration No. 333-237350), February 25, 2021 (Registration No. 333-253531), February 24, 2022 (Registration No. 333-262996), February 28, 2023 (Registration No. 333-270096) and February 27, 2024 (Registration No. 333-277380). Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) of the Securities Act, and based on $56.00, the average of the high and low sale prices of the Registrant's common stock as reported on the Nasdaq Global Select Market on February 18, 2025.
Offering: 2
Offering:
Fee Previously Paid	false
Rule 457(a)	true
Security Type	Equity
Security Class Title	2019 Employee Stock Purchase Plan Common Stock, $0.0001 par value per share
Amount Registered | shares	663,229
Proposed Maximum Offering Price per Unit	47.60
Maximum Aggregate Offering Price	$ 31,569,700.40
Fee Rate	0.01531%
Amount of Registration Fee	$ 4,833.32
Offering Note	Pursuant to Rule 416 under the Securities Act this Registration Statement shall also cover any additional shares of common stock which become issuable under the above-named plans 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 our outstanding shares of common stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. Represents an automatic increase to the number of shares available for issuance under the Registrant's 2019 Employee Stock Purchase Plan (the "ESPP"), effective as of January 1, 2024. Shares available for issuance under the ESPP were previously registered on Form S-8 filed with the Securities and Exchange Commission on October 29, 2019 (Registration No. 333-234365), March 23, 2020 (Registration No. 333-237350), February 25, 2021 (Registration No. 333-253531), February 24, 2022 (Registration No. 333-262996), February 28, 2023 (Registration No. 333-270096) and February 27, 2024 (Registration No. 333-277380). Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) of the Securities Act, and based on 85% of $56.00 the average of the high and low sale prices of the Registrant's common stock as reported on the Nasdaq Global Select Market on February 18, 2025. 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.

v3.25.0.1

Fees Summary	Feb. 19, 2025 USD ($)
Fees Summary [Line Items]
Total Offering	$ 239,898,828.40
Total Fee Amount	36,728.51
Total Offset Amount	0.00
Net Fee	$ 36,728.51

---