Moderna (MRNA) S-8Registration of securities for employees

As filed with the Securities and Exchange Commission on February 27, 2020

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORMS-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

MODERNA, INC.

(Exact name of registrant as specified in its charter)

200 Technology Square

Cambridge, MA 02139

(617)714-6500

(Address of Principal Executive Offices)

Moderna, Inc. 2018 Stock Option and Incentive Plan

Moderna, Inc. 2018 Employee Stock Purchase Plan

(Full Title of the Plans)

Stéphane Bancel

Chief Executive Officer

200 Technology Square

Cambridge, MA 02139

(617)714-6500

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

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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” inRule 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.  ☐

CALCULATION OF REGISTRATION FEE

Proposed sales to take place as soon after the effective date of the Registration Statement as awards are granted, exercised or distributed under the above-named plans.

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on FormS-8 registers 16,701,479 additional shares of Common Stock under the following employee benefits plans for which Registration Statements on FormS-8 were previously filed by the Registrant with the Securities and Exchange Commission: (i) the 2018 Plan, as a result of the operation of an automatic annual increase provision therein, which added an aggregate of 13,461,479 shares of Common Stock on January 1, 2020, and (ii) the ESPP, as a result of the operation of an automatic annual increase provision therein, which added an aggregate of 3,240,000 shares of Common Stock on January 1, 2020. The additional shares are of the same class as other securities relating to the 2018 Plan and the ESPP for which the Registrant’s registration statement filed on FormS-8 on December 7, 2018 (FileNo. 333-228718) is effective. The information contained in the Registrant’s registration statement filed on FormS-8 on December 7, 2018 (FileNo. 333-228718) is hereby incorporated by reference pursuant to General Instruction E.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See the Exhibit Index below for a list of exhibits filed as part of this registration statement on FormS-8, which Exhibit Index is incorporated herein by reference.

EXHIBIT INDEX

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 FormS-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on the 27th day of February, 2020.

POWER OF ATTORNEY AND SIGNATURES

KNOW ALL BY THESE PRESENT, that each individual whose signature appears below hereby constitutes and appoints each of Stéphane Bancel and Lorence H. Kim, M.D. as such person’s true and lawfulattorney-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 FormS-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 saidattorney-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 saidattorney-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, as amended, this Registration Statement has been signed by the following person in the capacities and on the date indicated.