As filed with the Securities and Exchange Commission on March 23, 2023
Registration No. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Werewolf Therapeutics, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 82-3523180 | |||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
200 Talcott Ave, 2nd Floor Watertown, MA | 02472 | |||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
2021 Stock Incentive Plan
2021 Employee Stock Purchase Plan
(Full Title of the Plan)
Daniel J. Hicklin, Ph.D.
President and Chief Executive Officer
Werewolf Therapeutics, Inc.
200 Talcott Ave, 2nd Floor
Watertown, MA 02472
(Name and Address of Agent for Service)
(617) 952-0555
(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 | x | Smaller reporting company | x | |||||||||||||||||
| Emerging growth company | x | |||||||||||||||||||
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. x | ||
Statement of Incorporation by Reference
This Registration Statement on Form S-8, relating to the 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan of Werewolf Therapeutics, 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. 333-255636, filed with the Securities and Exchange Commission on April 30, 2021 by the Registrant, relating to the Registrant’s 2017 Stock Incentive Plan, 2021 Stock Incentive Plan and 2021 Employee Stock Purchase Plan and (ii) the Registration Statement on Form S-8, File No. 333-263806, filed with the Securities and Exchanges Commission on March 24, 2022 by the Registrant, relating to the Registrant's 2021 Stock Incentive Plan, in each case except for Item 8, Exhibits thereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
The following exhibits are incorporated herein by reference:
| Number | Description | |||||||
| * | Filed herewith | |||||||
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 the City of Watertown, Commonwealth of Massachusetts on this 23rd day of March, 2023.
| WEREWOLF THERAPEUTICS, INC. | ||||||||
| By: | /s/ Daniel J. Hicklin | |||||||
| Daniel J. Hicklin, Ph.D. | ||||||||
| President and Chief Executive Officer | ||||||||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Werewolf Therapeutics, Inc., hereby severally constitute and appoint Daniel J. Hicklin, Ph.D. and Timothy W. Trost, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, 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 subsequent 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 Werewolf Therapeutics, 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, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||||||||||||
| /s/ Daniel J. Hicklin | President, Chief Executive Officer and Director | March 23, 2023 | ||||||||||||
| Daniel J. Hicklin, Ph.D. | (Principal Executive Officer) | |||||||||||||
| /s/ Timothy W. Trost | Chief Financial Officer and Treasurer | March 23, 2023 | ||||||||||||
| Timothy W. Trost | (Principal Financial and Accounting Officer) | |||||||||||||
| Chairman of the Board of Directors | ||||||||||||||
| Luke Evnin, Ph.D. | ||||||||||||||
| /s/ Meeta Chatterjee | Director | March 23, 2023 | ||||||||||||
| Meeta Chatterjee, Ph.D. | ||||||||||||||
| /s/ Derek DiRocco | Director | March 23, 2023 | ||||||||||||
| Derek DiRocco, Ph.D. | ||||||||||||||
| /s/ Alon Lazarus | Director | March 23, 2023 | ||||||||||||
| Alon Lazarus, Ph.D. | ||||||||||||||
| /s/ Briggs W. Morrison | Director | March 23, 2023 | ||||||||||||
| Briggs W. Morrison, M.D. | ||||||||||||||
| /s/ Michael Sherman | Director | March 23, 2023 | ||||||||||||
| Michael Sherman | ||||||||||||||
Exhibit 107
Calculation of Filing Fee Tables
| Form S-8 | ||
| (Form Type) | ||
| Werewolf Therapeutics, Inc. | ||
| (Exact Name of Registrant as Specified in its Charter) | ||
Table 1—Newly Registered Securities
| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | ||||||||||||||||
| Equity | Common Stock, $0.0001 par value per share | Other | 1,890,903 shares (2) | $2.35 (3) | $4,443,622.05 (3) | $11.20 per $1,000,000 | $489.69 | ||||||||||||||||
| Total Offering Amounts | $4,443,622.05 | $489.69 | |||||||||||||||||||||
| Total Fee Offsets | $0 | ||||||||||||||||||||||
| Net Fee Due | $489.69 | ||||||||||||||||||||||
| (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) 1,575,753 shares issuable under the 2021 Stock Incentive Plan and (ii) 315,150 shares issuable under the 2021 Employee Stock Purchase Plan, pursuant to each plan’s evergreen provision. | ||||
| (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 as reported on the Nasdaq Global Select Market on March 16, 2023. | ||||
Exhibit 5.1
March 23, 2023 |  | |||||||
Werewolf Therapeutics, Inc.
200 Talcott Ave, 2nd Floor
Watertown, MA 02472
Re: | 2021 Stock Incentive Plan 2021 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 1,890,903 shares of common stock, $0.0001 par value per share (“Common Stock”), of Werewolf Therapeutics, Inc., a Delaware corporation (the “Company”), consisting of (i) an aggregate of 1,575,753 additional shares of Common Stock issuable under the Company’s 2021 Stock Incentive Plan and (ii) an aggregate of 315,150 additional shares of Common Stock issuable under the Company's 2021 Employee Stock Purchase Plan (collectively, 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.
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 respective terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.
March 23, 2023
Page 2
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, | ||||||||
| /s/ Wilmer Cutler Pickering Hale and Dorr LLP | ||||||||
| WILMER CUTLER PICKERING HALE AND DORR 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 2021 Stock Incentive Plan and the 2021 Employee Stock Purchase Plan of Werewolf Therapeutics, Inc. of our report dated March 23, 2023, with respect to the consolidated financial statements of Werewolf Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Boston, Massachusetts
March 23, 2023
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 report dated March 24, 2022, relating to the financial statements of Werewolf Therapeutics, Inc. as of and for the year ended December 31, 2021, appearing in the Annual Report on Form 10-K of Werewolf Therapeutics, Inc. for the year ended December 31, 2022.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
March 23, 2023