As filed with the Securities and Exchange Commission on February 11, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
ARVINAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
__________________

Delaware47-2566120
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
5 Science Park
395 Winchester Ave.
New Haven, Connecticut
06511
(Address of Principal Executive Offices)(Zip Code)
2018 Stock Incentive Plan
2018 Employee Stock Purchase Plan
(Full Title of the Plans)
John Houston, Ph.D.
President and Chief Executive Officer
Arvinas, Inc.
5 Science Park
395 Winchester Ave.
New Haven, Connecticut 06511
(Name and Address of Agent for Service)
(203) 535-1456
(Telephone Number, Including Area Code, of Agent for Service)
__________________
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. ☐



EXPLANATORY NOTE
This Registration Statement on Form S-8, relating to the 2018 Stock Incentive Plan and the 2018 Employee Stock Purchase Plan of Arvinas, Inc. (the “Registrant”), is being filed for the purpose of registering additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed and is effective. Accordingly, this Registration Statement incorporates by reference the contents of (i) the Registration Statement on Form S-8, File No. 333-227555, filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2018 by the Registrant, relating to the Registrant’s Incentive Share Plan, as amended, 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, (ii) the Registration Statement on Form S-8, File No. 333-231388, filed with the SEC on May 10, 2019 by the Registrant, relating to the Registrant’s 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, (iii) the Registration Statement on Form S-8, File No. 333-237215, filed with the SEC on March 16, 2020 by the Registrant, relating to the Registrant’s 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, (iv) the Registration Statement on Form S-8, File No. 333-253721, filed with the SEC on March 1, 2021 by the Registrant, relating to the Registrant’s 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, (v) the Registration Statement on Form S-8, File No. 333-263095, filed with the SEC on February 28, 2022 by the Registrant, relating to the Registrant’s 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, (vi) the Registration Statement on Form S-8, File No. 333-270010, filed with the SEC on February 24, 2023 by the Registrant, relating to the Registrant’s 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan, and (vii) the Registration Statement on Form S-8, File No. 333-276519, filed with the SEC on January 16, 2024 by the Registrant, relating to the Registrant’s 2018 Stock Incentive Plan, 2018 Employee Stock Purchase Plan, Inducement Stock Option Award (January 2024) and Inducement Restricted Stock United Award (January 2024), in each case, except to the extent amended or superseded by the contents hereof.
Item 8. Exhibits
The following exhibits are incorporated herein by reference:

(1)Previously filed with the Securities and Exchange Commission on October 1, 2018 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38672) and incorporated herein by reference.
(2)Previously filed with the Securities and Exchange Commission on June 21, 2023 as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-38672) and incorporated herein by reference.
(3)Previously filed with the Securities and Exchange Commission on September 14, 2018 as Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-227112) and incorporated herein by reference.
(4)Previously filed with the Securities and Exchange Commission on September 14, 2018 as Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-227112) and incorporated herein by reference.
* Filed herewith




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 New Haven, State of Connecticut, on this 11th day of February, 2025.
ARVINAS, INC.
By:/s/ John Houston, Ph.D.
John Houston, Ph.D.
President and Chief Executive Officer


POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Arvinas, Inc., hereby severally constitute and appoint John Houston, Ph.D. and Andrew Saik, and each of them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the Registration Statement on Form S-8 filed herewith and any and all amendments to said Registration Statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable Arvinas, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

SignatureTitleDate
/s/ John Houston, Ph.D.
President, Chief Executive Officer and Chairman of the Board of Directors
 (principal executive officer)
February 11, 2025
John Houston, Ph.D.
/s/ Andrew Saik
Chief Financial Officer and Treasurer
(principal financial officer)
February 11, 2025
Andrew Saik
/s/ David K.Loomis
Vice President and Chief Accounting Officer
(principal accounting officer)
February 11, 2025
David K. Loomis
/s/ Sunil Agarwal, M.D.DirectorFebruary 11, 2025
Sunil Agarwal, M.D.
/s/ Linda BainDirectorFebruary 11, 2025
Linda Bain
/s/ Everett CunninghamDirectorFebruary 11, 2025
Everett Cunningham
/s/ Edward Kennedy, Jr.DirectorFebruary 11, 2025
Edward Kennedy, Jr.
/s/ Briggs Morrison, M.D.DirectorFebruary 11, 2025
Briggs Morrison, M.D.
/s/ Leslie Norwalk, Esq.DirectorFebruary 11, 2025
Leslie Norwalk, Esq.
/s/ Laurie Smaldone Alsup, M.D.DirectorFebruary 11, 2025
Laurie Smaldone Alsup, M.D.
/s/ John YoungDirectorFebruary 11, 2025
John Young

S-8 S-8 EX-FILING FEES 0001655759 ARVINAS, INC. Fees to be Paid 0001655759 2025-02-11 2025-02-11 0001655759 1 2025-02-11 2025-02-11 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

ARVINAS, INC.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Common Stock, $0.001 par value per share Other 3,437,790 $ 17.61 $ 60,539,481.90 0.0001531 $ 9,268.59

Total Offering Amounts:

$ 60,539,481.90

$ 9,268.59

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 9,268.59

Offering Note

1

1. In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. 2. Consists of (i) 2,750,232 additional shares issuable under the 2018 Stock Incentive Plan and (ii) 687,558 additional shares issuable under the 2018 Employee Stock Purchase Plan. 3. Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant's Common Stock reported on the Nasdaq Global Select Market on February 4, 2025.
Exhibit 5.1

image_2.jpg


+1 212 230 8800 (t)
+1 212 230 8888 (f)
wilmerhale.com








February 11, 2025

Arvinas, Inc.
5 Science Park
395 Winchester Ave.
New Haven, CT 06511

Re:    Registration Statement on Form S-8 2018 Stock Incentive Plan and 2018 Employee Stock Purchase Plan

Ladies and Gentlemen:

We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 3,437,790 shares (the “Shares”) of common stock, $0.001 par value per share (“Common Stock”), of Arvinas, Inc., a Delaware corporation (the “Company”), consisting of (i) 2,750,232 shares of Common Stock issuable under the Company’s 2018 Stock Incentive Plan (the “2018 Plan”) and (ii) 687,558 shares of Common Stock issuable under the Company’s 2018 Employee Stock Purchase Plan (together with the 2018 Plan, the “Plans”).

We have examined the Certificate of Incorporation and Bylaws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the board of directors and stockholders of the Company, the Registration Statement, the Plans and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
image_1.jpg




image_2.jpg

February 11, 2025
Page 2




In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.

We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.

We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.

It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.

Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.

Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby 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 of the Commission.

Very truly yours,


By:/s/ Wilmer Cutler Pickering Hale and Dorr LLP
WILMER CUTLER PICKERING HALE AND DORR LLP


Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 11, 2025, relating to the consolidated financial statements of Arvinas, Inc. and subsidiaries (the “Company”), and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Arvinas, Inc. and subsidiaries for the year ended December 31, 2024.


/s/ Deloitte & Touche LLP


Boston, Massachusetts
February 11, 2025






v3.25.0.1
Submission
Feb. 11, 2025
Submission [Line Items]  
Central Index Key 0001655759
Registrant Name ARVINAS, INC.
Form Type S-8
Submission Type S-8
Fee Exhibit Type EX-FILING FEES
v3.25.0.1
Offerings - Offering: 1
Feb. 11, 2025
USD ($)
shares
Offering:  
Fee Previously Paid false
Other Rule true
Security Type Equity
Security Class Title Common Stock, $0.001 par value per share
Amount Registered | shares 3,437,790
Proposed Maximum Offering Price per Unit 17.61
Maximum Aggregate Offering Price $ 60,539,481.90
Fee Rate 0.01531%
Amount of Registration Fee $ 9,268.59
Offering Note 1. In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. 2. Consists of (i) 2,750,232 additional shares issuable under the 2018 Stock Incentive Plan and (ii) 687,558 additional shares issuable under the 2018 Employee Stock Purchase Plan. 3. Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant's Common Stock reported on the Nasdaq Global Select Market on February 4, 2025.
v3.25.0.1
Fees Summary
Feb. 11, 2025
USD ($)
Fees Summary [Line Items]  
Total Offering $ 60,539,481.90
Total Fee Amount 9,268.59
Total Offset Amount 0.00
Net Fee $ 9,268.59
Arvinas (NASDAQ:ARVN)
Gráfico Histórico do Ativo
De Jan 2025 até Fev 2025 Click aqui para mais gráficos Arvinas.
Arvinas (NASDAQ:ARVN)
Gráfico Histórico do Ativo
De Fev 2024 até Fev 2025 Click aqui para mais gráficos Arvinas.