As filed with the Securities and Exchange Commission
on September 11, 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
MADRIGAL PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
04-3508648 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
Four Tower Bridge
200 Barr Harbor Drive, Suite 200
West Conshohocken, Pennsylvania 19428
(Address of Principal Executive Offices, Zip Code) |
MADRIGAL PHARMACEUTICALS, INC. 2025 INDUCEMENT
STOCK PLAN, AS AMENDED
(Full title of the plan)
Mardi Dier
Executive Vice President and Chief Financial
Officer
Madrigal Pharmaceuticals, Inc.
Four Tower Bridge
200 Barr Harbor Drive, Suite 200
West Conshohocken, Pennsylvania 19428
(Name and address of agent for service)
(267) 824-2827
(Telephone number, including area code, of agent
for service)
Copies to:
Gregg Katz, Esq.
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 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
Pursuant to General Instruction E to Form S-8, this Registration
Statement on Form S-8 (the “Registration Statement”) is being filed by Madrigal Pharmaceuticals, Inc. (the “Registrant”)
to register an additional 300,000 shares of common stock, par value $0.0001 per share (the “Common Stock”), reserved
and available for issuance under the 2025 Inducement Stock Plan (the “2025 Inducement Plan”) of the Registrant, as amended.
On June 16, 2025, the Board of Directors of the Registrant (the
“Board”) adopted the 2025 Inducement Plan. The 2025 Inducement Plan was adopted without stockholder approval pursuant to Nasdaq
Listing Rule 5635(c)(4) and is administered by the Compensation Committee of the Board. On September 11, 2025, the Board
adopted the Amendment No. 1 to the 2025 Inducement Plan, which increased the number of shares reserved and available for issuance
under the 2025 Inducement Plan by 300,000 shares of Common Stock. Amendment No. 1 was adopted without stockholder approval pursuant
to Nasdaq Listing Rule 5635(c)(4).
The only persons eligible to receive grants of Inducement Awards (as
defined below) under the 2025 Inducement Plan are individuals who satisfy the standards for inducement grants under Nasdaq Listing Rule 5635(c)(4).
An “Inducement Award” means any right to receive the Registrant’s common stock, cash or other property granted under
the 2025 Inducement Plan (including nonqualified stock options, restricted stock awards, restricted stock unit awards, stock appreciation
rights, performance stock awards or other stock-based awards).
This Registration Statement registers additional securities of
the same class as other securities of the Registrant for which the registration statement filed on Form S-8 relating to
the 2025 Inducement Plan (File No. 333-288200) of the Registrant is effective. The information contained in the Registrant’s
registration statement on Form S-8 relating to the 2025 Inducement Plan (File No. 333-288200) is hereby incorporated
by reference pursuant to General Instruction E of Form S-8, except with respect to Item 8. Exhibits thereof.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The exhibits listed on the Exhibit Index immediately preceding such exhibits are filed as part of this Registration Statement, and the contents of the Exhibit Index are incorporated herein by reference.
EXHIBIT INDEX
| |
|
|
|
|
|
Incorporated by Reference |
Exhibit
Number |
|
Exhibit Description |
|
Filed
Herewith |
|
Form |
|
SEC File /
Registration Number |
|
Exhibit |
|
Filing Date |
| 4.1 |
|
Restated
Certificate of Incorporation of the Registrant |
|
|
|
10-K |
|
001-33277 |
|
3.1 |
|
03/31/17 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 4.2 |
|
Certificate of Amendment to Restated Certificate of Incorporation of the Registrant |
|
|
|
8-K |
|
001-33277 |
|
3.1 |
|
06/20/23 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 4.3 |
|
Restated Bylaws of the Registrant |
|
|
|
8-K |
|
001-33277 |
|
3.1 |
|
04/14/16 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 5.1 |
|
Opinion
of Goodwin Procter LLP |
|
X |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| 23.1 |
|
Consent
of Goodwin Procter LLP (included in opinion of counsel filed as Exhibit 5.1) |
|
X |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| 23.2 |
|
Consent
of PricewaterhouseCoopers LLP |
|
X |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| 24 |
|
Power
of Attorney to file future amendments (set forth on the signature page of this Registration Statement) |
|
X |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
| 99.1 |
|
2025 Inducement
Plan |
|
|
|
S-8 |
|
333-288200 |
|
99.1 |
|
06/20/25 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 99.2 |
|
Form of Non-Qualified
Stock Option Agreement |
|
|
|
S-8 |
|
333-288200 |
|
99.2 |
|
06/20/25 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 99.3 |
|
Form of
Restricted Stock Unit Award Agreement (Non-Section 16 Officers) |
|
|
|
S-8 |
|
333-288200 |
|
99.3 |
|
06/20/25 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 99.4 |
|
Form of
Restricted Stock Unit Award Agreement (Section 16 Officers) |
|
|
|
S-8 |
|
333-288200 |
|
99.4 |
|
06/20/25 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 99.5 |
|
Form of
Performance-Based Restricted Stock Unit Award Agreement |
|
|
|
S-8 |
|
333-288200 |
|
99.5 |
|
06/20/25 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 99.6 |
|
Amendment
No. 1 to the 2025 Inducement Plan |
|
X |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
| 107 |
|
Filing
Fee table |
|
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 West Conshohocken, Pennsylvania,
on September 11, 2025.
| |
MADRIGAL PHARMACEUTICALS, INC. |
| |
|
|
| |
By: |
/s/ William J. Sibold |
| |
|
William J. Sibold |
| |
|
President and Chief Executive Officer |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
William J. Sibold and Mardi Dier, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this Registration Statement of Madrigal Pharmaceuticals, Inc.
and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting to the 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 or about the premises, as full to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute 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 persons in the capacities and on the dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ William J. Sibold |
|
President and Chief Executive Officer and Director |
|
September 11, 2025 |
| William J. Sibold |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Mardi C. Dier |
|
Chief Financial Officer |
|
September 11, 2025 |
| Mardi C. Dier |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Julian C. Baker |
|
Chairman of the Board |
|
September 11, 2025 |
| Julian C. Baker |
|
|
|
|
| |
|
|
|
|
| /s/ Kenneth M. Bate |
|
Director |
|
September 11, 2025 |
| Kenneth M. Bate |
|
|
|
|
| |
|
|
|
|
| /s/ Raymond Cheong, M.D., Ph.D. |
|
Director |
|
September 11, 2025 |
| Raymond Cheong, M.D., Ph.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Daniel Brennan |
|
Director |
|
September 11, 2025 |
| Daniel Brennan |
|
|
|
|
| |
|
|
|
|
| /s/ James M. Daly |
|
Director |
|
September 11, 2025 |
| James M. Daly |
|
|
|
|
| |
|
|
|
|
| /s/ Paul A. Friedman, M.D. |
|
Director |
|
September 11, 2025 |
| Paul A. Friedman, M.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Jacqualyn A. Fouse, Ph.D. |
|
Director |
|
September 11, 2025 |
| Jacqualyn A. Fouse, Ph.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Richard S. Levy, M.D. |
|
Director |
|
September 11, 2025 |
| Richard S. Levy, M.D. |
|
|
|
|
| |
|
|
|
|
| /s/ Rebecca Taub, M.D. |
|
Senior Scientific and Medical Advisor and Director |
|
September 11, 2025 |
| Rebecca Taub, M.D. |
|
|
|
|
