Nuvalent (NUVL) deregisters shelf after GlaxoSmithKline merger

Rhea-AI Filing Summary

Nuvalent, Inc. filed Post-Effective Amendment No. 1 to its automatic shelf Registration Statement No. 333-292329 on Form S-3 ASR to deregister all securities that had been registered but remained unsold or unissued under that registration.

On July 15, 2026, Harmony Row Acquisition Co., a direct wholly owned subsidiary of GlaxoSmithKline LLC, merged with and into Nuvalent under an Agreement and Plan of Merger dated June 9, 2026, with Nuvalent surviving as a wholly owned subsidiary of GlaxoSmithKline LLC. As a result, Nuvalent terminated offerings and sales pursuant to the shelf registration and, through this amendment, states that no securities remain registered under that statement.

Key Figures

Merger effective date: July 15, 2026 Merger Agreement date: June 9, 2026 Registration Statement No.: 333-292329 +1 more

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Merger effective date July 15, 2026 Date when Harmony Row Acquisition Co. merged with and into Nuvalent, Inc.

Merger Agreement date June 9, 2026 Date of the Agreement and Plan of Merger among Nuvalent, GlaxoSmithKline LLC and affiliates

Registration Statement No. 333-292329 Form S-3 ASR automatic shelf registration statement amended by this filing

Securities remaining registered 0 All unsold securities under Registration Statement No. 333-292329 are deregistered

Key Terms

Post-Effective Amendment, Form S-3 ASR, Agreement and Plan of Merger, Rule 478

4 terms

Post-Effective Amendment regulatory

"This Post-Effective Amendment is being filed by Nuvalent, Inc."

A post-effective amendment is an official update to a securities registration document filed after that document has become effective with regulators; it corrects, adds or replaces information about the securities, the company, or an offering. Investors care because it keeps the legal record current and can change what is being sold or the rights attached to shares — like getting a revised product manual after a launch that may affect value or use.

Form S-3 ASR regulatory

"under the following Registration Statement on Form S-3 ASR"

Agreement and Plan of Merger regulatory

"pursuant to that certain Agreement and Plan of Merger"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Rule 478 regulatory

"in reliance upon Rule 478 under the Securities Act of 1933"

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FAQ

What does Nuvalent (NUVL) do in this Post-Effective Amendment?

Nuvalent files a Post-Effective Amendment No. 1 to its Form S-3 ASR, terminating the effectiveness of Registration Statement No. 333-292329 and deregistering all securities that were registered but remained unsold or unissued under that shelf registration.

Why is Nuvalent (NUVL) deregistering securities under Registration No. 333-292329?

Nuvalent deregisters these securities because, following a July 15, 2026 merger in which Harmony Row Acquisition Co. merged with and into Nuvalent, the company became a wholly owned subsidiary of GlaxoSmithKline LLC and terminated all offerings and sales under the shelf registration.

What is the impact of this filing on Nuvalent (NUVL) securities under the S-3 ASR?

After this amendment, Nuvalent states there will be no remaining securities registered under Form S-3 ASR Registration Statement No. 333-292329. All securities that had been registered but were unsold or unissued as of the filing date are removed from registration.

Who are the parties to Nuvalent (NUVL)'s merger referenced in this filing?

The merger is governed by an Agreement and Plan of Merger dated June 9, 2026 among Nuvalent, Inc., GlaxoSmithKline LLC as Parent, Harmony Row Acquisition Co. as Purchaser, and, for limited purposes, GSK plc, with Nuvalent surviving the merger.

Who signed this Post-Effective Amendment on behalf of Nuvalent (NUVL)?

The amendment is signed by Justin Huang, acting as President and Secretary of Nuvalent, Inc. It notes that no other person is required to sign, in reliance on Rule 478 under the Securities Act of 1933.

As filed with the Securities and Exchange Commission on July 15, 2026.

Registration No. 333-292329

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3 REGISTRATION STATEMENT NO. 333-292329

UNDER

THE SECURITIES ACT OF 1933

NUVALENT, INC.

(Exact name of registrant as specified in its charter)

Delaware		81-5112298
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

One Broadway, 14th Floor

Cambridge, MA 02142

(857) 357-7000

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

Justin Huang

President and Secretary

Nuvalent, Inc.

One Broadway, 14th Floor

Cambridge, MA 02142

(857) 357-7000

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

With a copy to:

William J. Chudd

Daniel Brass

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, New York 10017

(212)-450-4000

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to the above referenced registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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(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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

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 provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment (the “Post-Effective Amendment”) is being filed by Nuvalent, Inc., a Delaware corporation (the “Registrant”), to deregister any and all securities, registered but unsold or otherwise unissued as of the date hereof under the following Registration Statement on Form S-3 ASR (the “Registration Statement”) previously filed by the Registrant with the U.S. Securities and Exchange Commission (the “SEC”):

• Registration Statement on Form S-3 ASR (File No.  333-292329), filed with the SEC on December 22, 2025, registering (i) the offer, issuance and sale of any combination of the Registrant’s debt securities, Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), preferred stock, warrants and/or units, and (ii) the resale from time to time by the selling stockholders named in the resale prospectus forming part of the Registration Statement of up to 22,033,704 shares of Class A Common Stock.

On July 15, 2026, pursuant to that certain Agreement and Plan of Merger (“Merger Agreement”), dated as of June 9, 2026, by and among the Registrant, GlaxoSmithKline LLC, a limited liability company organized under the laws of Delaware (“Parent”), Harmony Row Acquisition Co., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Purchaser”) and solely for the purposes of Section 9.14 therein, GSK plc, a public limited company organized under the laws of England and Wales, Purchaser merged with and into the Registrant, with the Registrant surviving as a wholly-owned subsidiary of Parent (the “Merger”).

As a result of the transactions contemplated by the Merger Agreement, the Registrant has terminated any and all offerings and sales of securities pursuant to the Registration Statement. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities of the Registrant registered under the Registration Statement which remain unsold at the termination of the offering, the Registrant hereby terminates the effectiveness of the Registration Statement and removes from registration all of the securities that remain unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities. After giving effect to this Post-Effective Amendment, there will be no remaining securities registered by the Registrant pursuant to the Registration Statement.

The foregoing description of the Merger, the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Merger Agreement, which is attached as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 9, 2026.

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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-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Collegeville, State of Pennsylvania on July 15, 2026.

Nuvalent, Inc.
By:		/s/ Justin Huang
		Name: Justin Huang
		Title: President and Secretary

No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

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