cccc-s8.htm

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

(Name, address, including zip code, and 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.

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. ☐

This Registration Statement on Form S-8 is filed to register the offer and sale of (i) an additional 2,434,443 shares of the Registrant’s common stock, $0.0001 par value per share, to be issued under the Registrant’s 2020 Stock Option and Incentive Plan (the “Plan”) and (ii) an additional 486,888 shares of the Registrant’s common stock, $0.0001 par value per share, to be issued under the Registrant’s 2020 Employee Stock Purchase Plan (the “ESPP”). The number of shares of Common Stock reserved and available for issuance under the Plan is subject to an automatic annual increase on each January 1, beginning in 2021, by an amount equal to the lesser of: (i) five percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31 or (ii) such number of shares of Common Stock as determined by the Administrator (as defined in the Plan). Accordingly, on January 1, 2022, the number of shares of Common Stock reserved and available for issuance under the Plan increased by 2,434,443. 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, beginning in 2021, by an amount equal to the least of: (i) one percent of the number of shares of Common Stock issued and outstanding on the immediately preceding December 31, (ii) 656,714 shares of Common Stock or (iii) such lesser number of shares of Common Stock as determined by the Administrator (as defined in the ESPP). Accordingly, on January 1, 2022, the number of shares of Common Stock reserved and available for issuance under the ESPP increased by 486,888. The additional shares are of the same class as other securities relating to the Plan and the ESPP for which this Registration Statement incorporates by reference the contents of the Registration Statement on Form S-8, File No. 333-249286, filed by the Registrant on October 2, 2020, and Registration Statement on Form S-8, File No. 333-254145, filed by the Registrant on March 11, 2021, relating to the Registrant’s 2015 Stock Option and Grant Plan, the Plan and the ESPP, pursuant to General Instruction E.

Refer to the Exhibit Index on the next page for a list of exhibits filed as part of this registration statement, which Exhibit Index is incorporated herein by reference.

Exhibit No.	Description of Exhibit	Form	File Number	Date of Filing	Exhibit Number	Filed Herewith

4.1	Fifth Amended and Restated Certificate of Incorporation of the Registrant	8-K	001-39567	10/06/2020	3.1

4.2	Second Amended and Restated Bylaws of the Registrant	S-1	333-248719	09/10/2020	3.5

4.3	Amended and Restated Investors’ Rights Agreement among the Registrant, its warrant holder and certain of its stockholders, dated June 5, 2020	S-1	333-248719	09/10/2020	3.1

5.1	Opinion of Goodwin Procter LLP					X

23.1	Consent of Goodwin Procter LLP (included in Exhibit 5.1)					X

23.2	Consent of KPMG LLP, Independent Registered Public Accounting Firm					X

24.1	Power of attorney (included on the signature pages of this registration statement)					X

99.1	2020 Stock Option and Incentive Plan and forms of award agreements thereunder	S-1/A	333-248719	09/28/2020	10.2

99.2	2020 Employee Stock Purchase Plan	S-1/A	333-248719	09/28/2020	10.3

107	Filing Fee Table					X

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 24th day of February 2022.

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Andrew J. Hirsch and Lauren White 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/ Andrew J. Hirsch	President, Chief Executive Officer, and Director	February 24, 2022
Andrew J. Hirsch	(Principal Executive Officer)

/s/ Lauren A. White	Chief Financial Officer	February 24, 2022
Lauren A. White	(Principal Financial and Principal Accounting Officer)

	Executive Chairman and Director	February 24, 2022
Marc A. Cohen

/s/ Kenneth C. Anderson, M.D.	Director	February 24, 2022
Kenneth C. Anderson, M.D.

/s/ Alain J. Cohen	Director	February 24, 2022
Alain J. Cohen

/s/ Bruce Downey	Director	February 24, 2022
Bruce Downey

/s/ Glenn Dubin	Director	February 24, 2022
Glenn Dubin

/s/ Elena Prokupets, Ph.D.	Director	February 24, 2022
Elena Prokupets, Ph.D.

/s/ Malcolm Salter	Director	February 24, 2022
Malcolm Salter


		C4 THERAPEUTICS, INC.
		By:	/s/ Andrew J. Hirsch
			Andrew J. Hirsch President and Chief Executive Officer