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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Nuvalent, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 7, 2025 |
Exhibit 99.1 Nuvalent Highlights Pipeline and Business Achievements, Reiterates Key Anticipated Milestones, and Reports Second Quarter 2025 Financial Results Initiated rolling NDA submission for zidesamtinib for TKI pre-treated patients with advanced ROS1-positive NSCLC, with target completion in the third quarter of 2025 Initiated ALKAZAR Phase 3 randomized, controlled trial of neladalkib for fro |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2025 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numb |
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| August 7, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00 |
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| July 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2025 NUVALENT, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40671 81-5112298 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| June 24, 2025 |
FORM 8-K Item 8.01 Other Events. UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 NUVALENT, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40671 81-5112298 (State or Other Jurisdiction of Incorporation) (Commission File Numbe |
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| June 20, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2025 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2025 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 8, 2025 |
Exhibit 99.1 Nuvalent Outlines Recent Pipeline and Business Progress, Reiterates Key Anticipated Milestones, and Reports First Quarter 2025 Financial Results Topline pivotal data expected for zidesamtinib in TKI pre-treated ROS1-positive NSCLC population in the first half of 2025 in support of anticipated first NDA submission by mid-year 2025 Initiation of ALKAZAR Phase 3 randomized, controlled tr |
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| May 8, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0 |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 27, 2025 |
Exhibit 99.1 Nuvalent Outlines Pipeline and Business Progress, Reiterates Key Anticipated Milestones, and Reports Fourth Quarter and Full Year 2024 Financial Results Topline pivotal data expected in 2025 for both TKI pre-treated ROS1-positive and TKI pre-treated ALK-positive NSCLC populations First NDA submission planned for mid-year 2025 towards potential first approval in 2026 for zidesamtinib i |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2025 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File N |
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| February 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40 |
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| February 27, 2025 |
Amended and Restated Insider Trading Policy Exhibit 19.1 NUVALENT, INC. AMENDED AND RESTATED INSIDER TRADING POLICY This memorandum sets forth the policy of Nuvalent, Inc. (the “Company”) regarding trading in the Company’s securities as described below and the disclosure of information concerning the Company. This Amended and Restated Insider Trading Policy (as amended and restated, the “Insider Trading Policy”) is designed to prevent insid |
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| February 27, 2025 |
As filed with the Securities and Exchange Commission on February 27, 2025 As filed with the Securities and Exchange Commission on February 27, 2025 Registration No. |
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| February 27, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Nuvalent, 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 Class A common stock, par value |
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| February 13, 2025 |
EX-99.A 2 e664196ex99-a.htm Exhibit A Joint Filing Agreement The undersigned agree that this Schedule 13G, and all amendments thereto, relating to the Class A common stock, $0.0001 par value per share, of Nuvalent, Inc. shall be filed on behalf of the undersigned. DEERFIELD MANAGEMENT COMPANY, L.P. By: Flynn Management LLC, General Partner By: /s/ Jonathan Isler Jonathan Isler, Attorney-In-Fact DE |
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| February 13, 2025 |
EX-99.B 3 e664196ex99-b.htm Exhibit B Due to the relationships between them, the reporting persons hereunder may be deemed to constitute a “group” with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. |
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| January 14, 2025 |
Exhibit 99.1 Nuvalent Details Strategy to Seek First Potential Approval in 2026 and Outlines Key Anticipated 2025 Milestones Strategy prioritizes most accelerated path to first potential approval Initial NDA submission expected by mid-year for zidesamtinib in TKI pre-treated ROS1-positive NSCLC population, with topline pivotal data anticipated in the first half of 2025 Topline pivotal data for nel |
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| January 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 5, 2024 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Nu |
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| December 9, 2024 |
Exhibit 99.1 RESTRICTED STOCK UNIT AWARD AGREEMENT (PERFORMANCE-VESTING) FOR COMPANY EMPLOYEES UNDER THE NUVALENT, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Nuvalent, Inc. 2021 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Nuvalent, Inc. |
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| November 14, 2024 |
NUVL / Nuvalent, Inc. / Paradigm Biocapital Advisors LP - SC 13G/A Passive Investment SC 13G/A 1 tm2427604d8sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Nuvalent, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 670703107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this statement) |
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| November 14, 2024 |
NUVL / Nuvalent, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G/A Passive Investment SC 13G/A 1 d909995dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nuvalent, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 670703107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) |
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| November 12, 2024 |
Exhibit 99.1 Nuvalent Highlights Corporate and Pipeline Achievements, Reiterates Key Anticipated Milestones, and Reports Third Quarter 2024 Financial Results Achievement of all anticipated 2024 milestones and accelerated development timelines reinforce progress on OnTarget 2026 operating plan towards first approved product in 2026 Leading medical oncologist Alice Shaw, M.D., Ph.D. appointed to Sci |
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| November 12, 2024 |
Form of Executive Employment Agreement Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made between Nuvalent, Inc., a Delaware corporation (the “Company”), and (the “Executive”) and is effective as of [the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended]1/ []2 (the “Effective Dat |
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| November 12, 2024 |
Exhibit 10.1 Amendment to Employment Agreement This Amendment to Employment Agreement (this “Amendment”) is entered into by and between Nuvalent, Inc. (the “Company”) and James Porter, Ph.D. (the “Executive”) and is effective as of November 5, 2024 (the “Effective Date”). WHEREAS, the Company and the Executive are parties to an Employment Agreement between the Executive and the Company dated Augus |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40671 NUVALENT, INC. |
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| November 12, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2024 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File N |
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| September 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 16, 2024 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File |
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| September 17, 2024 |
Exhibit 1.1 Nuvalent, Inc. Common Stock Underwriting Agreement September 16, 2024 J.P. Morgan Securities LLC TD Securities (USA) LLC Jefferies LLC Stifel, Nicolaus & Company, Incorporated As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o TD Securities (USA) LLC 1 Vanderbilt Avenue New York, NY 1 |
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| September 17, 2024 |
Joint Book-Running Managers J.P. Morgan TD Cowen Jefferies Stifel Filed Pursuant to Rule 424(b)(5) Registration No. 333-270593 Prospectus supplement (To Prospectus dated March 16, 2023) 5,000,000 Shares Class A common stock We are offering 5,000,000 shares of our Class A common stock in this offering. Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “NUVL.” The last reported sales price of our Class A common stock on the Nas |
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| September 17, 2024 |
Nuvalent Announces Pricing of Upsized Public Offering of Common Stock Nuvalent Announces Pricing of Upsized Public Offering of Common Stock CAMBRIDGE, Mass. |
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| September 17, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Nuvalent, Inc. |
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| September 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2024 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File |
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| September 16, 2024 |
Joint Book-Running Managers J.P. Morgan TD Cowen Jefferies Stifel 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-270593 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to bu |
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| September 16, 2024 |
EX-99.1 Exhibit 99.1 One Broadway, 14th Floor Cambridge, MA 02142 Nuvalent.com Nuvalent Highlights Presentation of Clinical Data at ESMO 2024 for Parallel Lead Programs for ROS1 and ALK-positive NSCLC and Accelerated Development Timelines Updated Phase 1 dose-escalation data from ARROS-1 and ALKOVE-1 clinical trials continue to support potential best-in-class profiles for zidesamtinib and NVL-655 |
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| August 8, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40671 NUVALENT, INC. |
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| August 8, 2024 |
Exhibit 99.1 Nuvalent Highlights Pipeline Progress, Reiterates Key Anticipated Milestones, and Reports Second Quarter 2024 Financial Results Company plans to host a conference call in conjunction with oral presentations at ESMO on September 14, 2024, at 8:30 a.m. ET/2:30 p.m. CEST $658.0 million in cash, cash equivalents and marketable securities expected to support operating runway into 2027 CAMB |
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| August 8, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numb |
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| July 22, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 22, 2024 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 14, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2024 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2024 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 15, 2024 |
NUVL / Nuvalent, Inc. / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| May 9, 2024 |
Non-Employee Director Compensation Policy Exhibit 10.1 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (this “Policy”) of Nuvalent, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Directors”). This |
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| May 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2024 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Number) |
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| May 9, 2024 |
Exhibit 99.1 Nuvalent Highlights Pipeline Progress, Reiterates Key Anticipated Milestones, and Reports First Quarter 2024 Financial Results Updates from the ongoing Phase 1/2 ARROS-1 and ALKOVE-1 clinical trials expected at a medical meeting in the second half of 2024 Strong financial position with operating runway anticipated into 2027 CAMBRIDGE, Mass. — May 9, 2024 — Nuvalent, Inc. (Nasdaq: NUVL |
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| May 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40671 NUVALENT, INC. |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 29, 2024 |
NUVL / Nuvalent, Inc. / Bain Capital Life Sciences Fund II, L.P. - SC 13D/A Activist Investment SC 13D/A 1 d798966dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 3) Nuvalent, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value p |
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| February 27, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Nuvalent, 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 Class A common stock, par value $ |
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| February 27, 2024 |
Exhibit 99.1 Nuvalent Highlights Pipeline Progress, Reiterates Key Anticipated Milestones and Reports Fourth Quarter and Full Year 2023 Financial Results Well-capitalized with operating runway anticipated into 2027 CAMBRIDGE, Mass. — Feb. 27, 2024 — Nuvalent, Inc. (Nasdaq: NUVL), a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for clinically proven kinas |
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| February 27, 2024 |
Nuvalent Inc. Dodd-Frank Compensation Recovery Policy Exhibit 97.1 NUVALENT, INC. Dodd-Frank Compensation Recovery Policy This Compensation Recovery Policy (this “Policy”) is adopted by Nuvalent, Inc. (the “Company”) in accordance with Nasdaq Listing Rule 5608 (“Rule 5608”), which implements Rule 10D-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (as promulgated pursuant to Section 954 of the Dodd-Frank Wall Street Refor |
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| February 27, 2024 |
Revised Form of Restricted Stock Unit Award Agreement under 2021 Stock Option and Incentive Plan Exhibit 10.2 RESTRICTED STOCK UNIT AWARD AGREEMENT FOR COMPANY EMPLOYEES UNDER THE NUVALENT, Inc. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Nuvalent, Inc. 2021 Stock Option and Incentive Plan, as amended through the date hereof (the “Plan”), Nuvalent, Inc. (the “Company”) hereby grants an award of the number of Restricted Stock |
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| February 27, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File N |
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| February 27, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40671 NUVALENT, INC. |
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| February 27, 2024 |
As filed with the Securities and Exchange Commission on February 27, 2024 As filed with the Securities and Exchange Commission on February 27, 2024 Registration No. |
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| February 14, 2024 |
NUVL / Nuvalent, Inc. / Paradigm Biocapital Advisors LP - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Nuvalent, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 670703107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this statement) Check the appropriate box to designate the |
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| February 14, 2024 |
NUVL / Nuvalent, Inc. / Fairmount Funds Management LLC - SC 13G/A Passive Investment SC 13G/A 1 tm245759d4sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* NUVALENT, INC. (Name of Issuer) Class A Common Stock, Par Value $0.0001 (Title of Class of Securities) 670703107 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the a |
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| February 13, 2024 |
NUVL / Nuvalent, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment SC 13G 1 tv01581-nuvalentincclassa.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Nuvalent, Inc. Class A Title of Class of Securities: Common Stock CUSIP Number: 670703107 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant |
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| February 12, 2024 |
NUVL / Nuvalent, Inc. / Flynn James E Passive Investment SC 13G/A 1 e619265sc13ga-nuvalent.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 3) * Nuvalent, Inc. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 6707 |
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| January 9, 2024 |
Exhibit 99.1 Nuvalent Announces “OnTarget 2026” Operating Plan and Key Anticipated Milestones Targeting first approved product in 2026 towards realizing mission of bringing new, potential best-in-class treatments to patients with cancer Well-capitalized to support OnTarget 2026 initiatives with operating runway anticipated into 2027 Company to present at 42nd Annual J.P. Morgan Healthcare Conferen |
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| January 9, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2024 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Num |
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| January 2, 2024 |
EX-99.1 2 d282488dex991.htm EX-99.1 EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934. Date: January 2, 202 |
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| January 2, 2024 |
NUVL / Nuvalent, Inc. / PERCEPTIVE ADVISORS LLC - SC 13G Passive Investment SC 13G 1 d282488dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nuvalent, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 670703107 (CUSIP Number) December 20, 2023 (Date of Event Which Requires Filing of this Statement) Check the |
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| November 14, 2023 |
Exhibit 99.1 Nuvalent Highlights Corporate and Pipeline Achievements and Reports Third Quarter 2023 Financial Results Presented preliminary Phase 1 clinical data from ALKOVE-1 trial of NVL-655, initiated Phase 2 portion of ARROS-1 trial of NVL-520, and continued advancement of NVL-330 toward clinical development Appointed industry veteran Perrin Wilson Ph.D. as Senior Vice President of Business De |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40671 NUVALENT, INC. |
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| November 14, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2023 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File N |
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| October 30, 2023 |
NUVL / Nuvalent Inc - Class A / Paradigm Biocapital Advisors LP - SC 13G Passive Investment SC 13G 1 tm2329441d1sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Nuvalent, Inc. (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 670703107 (CUSIP Number) October 19, 2023 (Date of Event Which Requires Filing of this statement) Check t |
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| October 30, 2023 |
EX-99.1 2 tm2329441d1ex-1.htm EXHIBIT 1 Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, $0.0001 par value per share, of Nuvalent, Inc., and further |
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| October 20, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| October 17, 2023 |
Exhibit 1.1 Nuvalent, Inc. Common Stock Underwriting Agreement October 16, 2023 J.P. Morgan Securities LLC Cowen and Company, LLC Piper Sandler & Co. BMO Capital Markets Corp. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York, 10022 |
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| October 17, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form 424(b)(5) (Form Type) Nuvalent, Inc. |
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| October 17, 2023 |
Nuvalent Announces Pricing of Public Offering of Common Stock Exhibit 99.1 Nuvalent Announces Pricing of Public Offering of Common Stock CAMBRIDGE, Mass., October 16, 2023 – Nuvalent, Inc. (Nasdaq: NUVL), a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for clinically proven kinase targets in cancer, today announced the pricing of its previously announced underwritten public offering of 5,357,143 shares of Class A c |
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| October 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 16, 2023 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Nu |
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| October 17, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-270593 Prospectus supplement (To Prospectus dated March 16, 2023) 5,357,143 Shares Class A common stock We are offering 5,357,143 shares of our Class A common stock in this offering. Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol “NUVL.” The last reported sales price of our Class A commo |
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| October 16, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-270593 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy thes |
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| October 13, 2023 |
Exhibit 99.1 Nuvalent Reports Preliminary Phase 1 Clinical Data from ALKOVE-1 Trial that Support Best-In-Class Potential of NVL-655 for Patients with ALK- Positive NSCLC Encouraging preliminary signs of activity observed in heavily pre-treated patients with ALK-positive NSCLC, including in subgroups of patients who have previously received a 2nd generation ALK TKI and lorlatinib, have brain metast |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 13, 2023 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Nu |
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| October 4, 2023 |
EX-99.1 Exhibit 99.1 Preliminary Phase 1 Dose-Escalation Data from ALKOVE-1 Trial of NVL-655 Demonstrated Activity in Heavily Pre-Treated Patients with ALK-Positive NSCLC and an ALK-Selective, TRK-Sparing Safety Profile Updated preliminary data to be presented at the 35th AACR-NCI-EORTC Symposium Company plans to host a conference call on October 13, 2023 at 8:00am EDT CAMBRIDGE, Mass., October 4, |
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| October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2023 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40671 NUVALENT, INC. |
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| August 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2023 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 10, 2023 |
Exhibit 99.1 Nuvalent Highlights Pipeline Progress and Reports Second Quarter 2023 Financial Results Continued execution across pipeline with clinical trials ongoing for NVL-520 and NVL-655, and advancement of NVL-330 toward clinical development Preliminary dose-escalation data anticipated from ongoing ALKOVE-1 study of NVL-655 for patients with advanced ALK-positive NSCLC and other solid tumors a |
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| June 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2023 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| June 16, 2023 |
Third Amended and Restated Certificate of Incorporation of the Registrant, as amended Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVALENT, INC. Nuvalent, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Nuvalent, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware w |
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| May 11, 2023 |
Exhibit 99.1 Nuvalent Announces Anticipated Timing of Preliminary Phase 1 Dose-Escalation Data for NVL-655 and Reports First Quarter 2023 Financial Results Preliminary dose-escalation data anticipated in second half of 2023 from ongoing ALKOVE-1 Phase 1/2 clinical trial of NVL-655 for patients with advanced ALK-positive NSCLC and other solid tumors Strong financial position with expected operating |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40671 NUVALENT, INC. |
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| May 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2023 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Number |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| March 16, 2023 |
EX-4.7 Exhibit 4.7 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER N |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 16, 2023 |
EX-4.6 Exhibit 4.6 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE |
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| March 16, 2023 |
Non-Employee Director Compensation Policy Exhibit 10.7 NUVALENT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the “Policy”) of Nuvalent, Inc. (the “Company”) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (“Outside Dire |
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| March 16, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Nuvalent, 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 Class A common stock, par value $ |
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| March 16, 2023 |
Exhibit 99.1 Nuvalent Highlights Pipeline and Business Progress and Reports Fourth Quarter and Full Year 2022 Financial Results Significant progress made across pipeline of novel kinase inhibitors with parallel-lead programs in ongoing Phase 1 clinical trials and a third program advancing toward clinical development Strengthened leadership team with key internal promotions Strong financial positio |
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| March 16, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 ASR (Form Type) Nuvalent, Inc. |
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| March 16, 2023 |
EX-4.4 Exhibit 4.4 NUVALENT, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inappli |
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| March 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40671 NUVALENT, INC. |
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| March 16, 2023 |
Form of Subordinated Indenture EX-4.5 Exhibit 4.5 NUVALENT, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) |
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| March 16, 2023 |
Amended and Restated Bylaws of the Registrant Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NUVALENT, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors of the Corporation (the “Board of Director |
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| March 16, 2023 |
Power of Attorney (included on the signature pages of this registration statement) S-3ASR Table of Contents As filed with the Securities and Exchange Commission on March 16, 2023 Registration No. |
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| March 16, 2023 |
As filed with the Securities and Exchange Commission on March 16, 2023 S-8 As filed with the Securities and Exchange Commission on March 16, 2023 Registration No. |
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| March 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numb |
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| February 14, 2023 |
NUVL / Nuvalent, Inc. Class A / Fairmount Funds Management LLC - SC 13G/A Passive Investment SC 13G/A 1 tm235981d5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NUVALENT, INC. (Name of Issuer) Class A Common Stock, Par Value $0.0001 (Title of Class of Securities) 670703107 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the a |
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| February 10, 2023 |
NUVL / Nuvalent, Inc. Class A / Flynn James E Passive Investment SC 13G/A 1 e618270sc13ga-nuvalent.htm SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2) * Nuvalent, Inc. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 6707 |
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| November 14, 2022 |
NUVL / Nuvalent, Inc. Class A / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| November 10, 2022 |
Exhibit 99.1 Nuvalent Reviews Corporate and Pipeline Achievements and Reports Third Quarter 2022 Financial Results Preliminary Phase 1 clinical data from ARROS-1 Study presented at the 2022 EORTC-NCI-AACR Symposium supports best-in-class potential of NVL-520 for patients with ROS1-positive NSCLC Enrollment progressing in ALKOVE-1 Phase 1/2 trial with parallel-lead candidate, NVL-655, for ALK-posit |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40671 NUVALENT, INC. |
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| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File N |
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| November 9, 2022 |
NUVL / Nuvalent, Inc. Class A / Fairmount Funds Management LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NUVALENT, INC. (Name of Issuer) Class A Common Stock, Par Value $0.0001 (Title of Class of Securities) 670703107 (CUSIP Number) Erin O’Connor Fairmount Funds Management LLC 200 Barr Harbor Drive, Suite 400 West Conshohocken, PA 19428 (267) 262-5300 (Name, |
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| November 3, 2022 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| November 1, 2022 |
Nuvalent Announces Pricing of Public Offering of Common Stock EX-99.1 Exhibit 99.1 Nuvalent Announces Pricing of Public Offering of Common Stock CAMBRIDGE, Mass., October 31, 2022 – Nuvalent, Inc. (Nasdaq: NUVL), a clinical-stage biopharmaceutical company focused on creating precisely targeted therapies for clinically proven kinase targets in cancer, today announced the pricing of its previously announced underwritten public offering of 6,865,672 shares of C |
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| November 1, 2022 |
Amendment No. 1 to the Sales Agreement with Cowen and Company, LLC, effective as of October 31, 2022 Exhibit 1.2 NUVALENT, INC. AMENDMENT NO. 1 TO SALES AGREEMENT October 31, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Reference is made to the Sales Agreement, dated as of August 10, 2022 (the ?Original Agreement?), between Cowen and Company, LLC (?Cowen?) and Nuvalent, Inc., a Delaware corporation (the ?Company?), pursuant to which the Company agreed |
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| November 1, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2022 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Nu |
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| November 1, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266731 Prospectus supplement (To Prospectus dated August 16, 2022) 6,865,672 Shares Class A common stock We are offering 6,865,672 shares of our Class A common stock in this offering. Our Class A common stock is listed on the Nasdaq Global Select Market under the symbol ?NUVL.? The last reported sales price of our Class A comm |
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| November 1, 2022 |
Up to $135,000,000 Nuvalent, Inc. Class A Common Stock Filed Pursuant to Rule 424(b)(5) File Number 333-266731 PROSPECTUS SUPPLEMENT (To Prospectus Dated August 16, 2022) Up to $135,000,000 Nuvalent, Inc. |
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| November 1, 2022 |
EX-1.1 2 d411684dex11.htm EX-1.1 Exhibit 1.1 Nuvalent, Inc. Common Stock Underwriting Agreement October 31, 2022 J.P. Morgan Securities LLC Cowen and Company, LLC Piper Sandler & Co. BMO Capital Markets Corp. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Cowen and Company, LLC 599 Lexington |
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| October 31, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266731 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement has been filed with the Securities and Exchange Commission and is effective. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciting an offer to buy thes |
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| October 28, 2022 |
Exhibit 99.1 Nuvalent Reports Preliminary Phase 1 Clinical Data from ARROS-1 Trial that Support Best-In-Class Potential of NVL-520 for Patients with ROS1-Positive NSCLC Favorable preliminary safety profile of NVL-520 suggests potential for a highly ROS1-selective, TRK sparing design, with no dose-limiting toxicities, treatment-related serious adverse events, treatment-related dizziness, or adverse |
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| October 28, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 28, 2022 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Nu |
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| October 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2022 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 17, 2022 |
Up to $150,000,000 Nuvalent, Inc. Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) File Number 333-266731 PROSPECTUS Up to $150,000,000 Nuvalent, Inc. |
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| August 12, 2022 |
Nuvalent, Inc. One Broadway, 14th Floor Cambridge, Massachusetts 02142 August 12, 2022 Nuvalent, Inc. One Broadway, 14th Floor Cambridge, Massachusetts 02142 August 12, 2022 VIA EDGAR SUBMISSION U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Nuvalent, Inc. Registration Statement on Form S-3 Filed August 10, 2022 File No. 333-266731 Request for Acceleration Ladie |
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| August 10, 2022 |
Exhibit 4.4 NUVALENT, INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inapplicable 3 |
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| August 10, 2022 |
As filed with the Securities and Exchange Commission on August 10, 2022 Table of Contents As filed with the Securities and Exchange Commission on August 10, 2022 Registration No. |
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| August 10, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40671 NUVALENT, INC. |
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| August 10, 2022 |
Exhibit 1.2 Execution Version NUVALENT, INC. $150,000,000 OF SHARES OF CLASS A COMMON STOCK SALES AGREEMENT August 10, 2022 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Nuvalent, Inc., a Delaware corporation (the ?Company?), confirms its agreement (this ?Agreement?) with Cowen and Company, LLC (?Cowen?), as follows: 1. Issuance and Sale of Shares. The Compan |
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| August 10, 2022 |
Exhibit 99.1 Nuvalent Highlights Execution Across Pipeline of Novel Kinase Inhibitors and Reports Second Quarter 2022 Financial Results Preliminary dose escalation data expected in second half of 2022 from the ARROS-1 study of NVL-520 for advanced ROS1 positive NSCLC and other solid tumors Rapid advancement of pipeline with clinical trials ongoing for NVL-520 and NVL-655 and two additional develop |
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| August 10, 2022 |
Exhibit 4.6 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE |
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| August 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Num |
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| August 10, 2022 |
Exhibit 4.7 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE |
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| August 10, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Nuvalent, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo |
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| August 10, 2022 |
Amended and Restated 2021 Employee Stock Purchase Plan Exhibit 10.1 NUVALENT, INC. AMENDED AND RESTATED 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Nuvalent, Inc. Amended and Restated 2021 Employee Stock Purchase Plan (the ?Plan?) is to provide eligible employees of Nuvalent, Inc. (the ?Company?) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company?s Class A common stock, par value $0. |
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| August 10, 2022 |
Form of Subordinated Indenture Exhibit 4.5 NUVALENT, INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE 1 Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b) Inappli |
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| June 21, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2022 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numbe |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Number |
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| May 12, 2022 |
Exhibit 99.1 Nuvalent Highlights Pipeline and Business Progress and Reports First Quarter 2022 Financial Results Two clinical-stage programs ongoing for potential best-in-class ROS1 and ALK-selective inhibitors On-track for selection of two additional development candidates in 2022 Ended the first quarter of 2022 with $272.7 million in cash, cash equivalents, and marketable securities to support p |
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| May 12, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40671 NUVALENT, INC. |
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| April 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of |
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| April 29, 2022 |
DEF 14A 1 d242757ddef14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Com |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2022 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 29, 2022 |
As filed with the Securities and Exchange Commission on March 29, 2022 As filed with the Securities and Exchange Commission on March 29, 2022 Registration No. |
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| March 29, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Nuvalent, 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 Class A common stock, par value $ |
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| March 29, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40 |
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| March 29, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of subsidiary Jurisdiction of incorporation or organization Nuvalent Securities Corporation Massachusetts |
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| March 29, 2022 |
Non-Employee Director Compensation Policy Exhibit 10.7 NUVALENT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the ?Policy?) of Nuvalent, Inc. (the ?Company?) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (?Outside Dire |
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| March 29, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 29, 2022 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numb |
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| March 29, 2022 |
Exhibit 4.4 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the Class A common stock, par value $0.0001 per share, of Nuvalent, Inc. (us, our, we or the Company), which is the only security of the Company registered under Section 12 of the Securities Exchange Act of 1934, as amended (the Exchange Act), summarizes certain inf |
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| March 29, 2022 |
Exhibit 99.1 Nuvalent Reports Pipeline and Business Progress and Fourth Quarter and Full Year 2021 Financial Results NVL-655 IND cleared by FDA, supporting planned initiation of ALKOVE-1 Phase 1/2 clinical trial in patients with ALK-positive NSCLC and other solid tumors in second quarter of 2022 Enrollment ongoing in ARROS-1 trial of NVL-520 for advanced ROS1-positive NSCLC and other solid tumors |
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| February 11, 2022 |
NUVL / Nuvalent, Inc. Class A / Flynn James E Passive Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. |
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| February 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2022 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Nu |
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| January 7, 2022 |
Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2022 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Num |
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| November 10, 2021 |
Exhibit 99.1 Nuvalent Reports Pipeline Progress and Third Quarter 2021 Financial Results ARROS-1 Clinical Trial of NVL-520 for the Treatment of Patients with Advanced ROS1-positive NSCLC and Other Solid Tumors is Open for Enrollment Company On-track for Initiation of Clinical Trial of NVL-655 for the Treatment of Patients with Advanced ALK-positive NSCLC and Other Cancers in First Half of 2022 CAM |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File N |
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| November 10, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40671 NUVALENT, INC. |
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| September 8, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2021 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File N |
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| September 8, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40671 NUVALENT, INC. |
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| September 8, 2021 |
Exhibit 99.1 Nuvalent Announces Business and Program Highlights and Reports Second Quarter 2021 Financial Results IND Application for NVL-520 Cleared by US FDA; Company Expects to Initiate Phase 1/2 Clinical Trial in Second Half of 2021 $190.6 Million Upsized IPO Completed to Fund Continued Advancement of Novel Portfolio of Precisely Targeted Kinase Inhibitors Leadership Team Further Strengthened |
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| August 4, 2021 |
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D Exhibit A AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13D The undersigned being duly authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, as amended, to file this Schedule 13D (including amendments thereto) jointly on behalf of each such party. |
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| August 4, 2021 |
SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to § 240. |
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| August 2, 2021 |
Third Amended and Restated Certificate of Incorporation of the Registrant EX-3.1 2 d198848dex31.htm EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVALENT, INC. Nuvalent, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Nuvalent, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of |
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| August 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2021 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 001-40671 81-5112298 (State or other jurisdiction of incorporation) (Commission File Numb |
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| August 2, 2021 |
Amended and Restated Bylaws of the Registrant Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF NUVALENT, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors of the Corporation (the ?Board of Director |
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| July 30, 2021 |
424B4 1 d174530d424b4.htm 424B4 Table of Contents Pursuant to Rule 424(b)( 4) Registration No.333-257730 Prospectus 9,750,000 shares Common stock We are offering 9,150,000 shares of our Class A common stock and 600,000 shares of our Class B common stock. This is our initial public offering and no public market currently exists for our common stock. The initial public offering price is $17.00 per s |
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| July 28, 2021 |
As filed with the Securities and Exchange Commission on July 28, 2021. As filed with the Securities and Exchange Commission on July 28, 2021. Registration No. 333?257730 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 2834 81-5112298 (State or other jurisdiction of incorporation or organization) (Prima |
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| July 28, 2021 |
As filed with the Securities and Exchange Commission on July 28, 2021 Registration No. |
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| July 26, 2021 |
2021 Stock Option and Incentive Plan and forms of award agreements thereunder Exhibit 10.2 NUVALENT, INC. 2021 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Nuvalent, Inc. 2021 Stock Option and Incentive Plan (as amended from time to time, the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Nuvalent, Inc. (the ?Company?) and its Af |
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| July 26, 2021 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVALENT, INC. Nuvalent, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HEREBY CERTIFY: 1. That the name of this corporation is Nuvalent, Inc. and that this corporation was originally incorpor |
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| July 26, 2021 |
Exhibit 10.3 NUVALENT, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Nuvalent, Inc. 2021 Employee Stock Purchase Plan (the ?Plan?) is to provide eligible employees of Nuvalent, Inc. (the ?Company?) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company?s Class A common stock, par value $0.0001 per share (the ?Common Stock?). An ag |
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| July 26, 2021 |
Form of Underwriting Agreement. Exhibit 1.1 Nuvalent, Inc. Common Stock Underwriting Agreement July [?], 2021 J.P. Morgan Securities LLC Cowen and Company, LLC Piper Sandler & Co. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York, 10022 c/o Piper Sandler & Co. 1251 |
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| July 26, 2021 |
Form S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 26, 2021. |
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| July 26, 2021 |
VIA EDGAR July 26, 2021 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Jane Park, Jeffrey Gabor Re: Nuvalent, Inc. Registration Statement on Form S-1 File No. 333-257730 Acceleration Request Requested Date: July 28, 2021 Requested Time: 4:01 p.m., Eastern Standard Time Ladies and Gentlemen: In accordance with Rule 461 under t |
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| July 26, 2021 |
Exhibit 3.3 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVALENT, INC. Nuvalent, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Nuvalent, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware w |
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| July 26, 2021 |
VIA EDGAR July 26, 2021 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N. |
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| July 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Nuvalent, Inc. (Exact name of registrant as specified in its charter) Delaware 81-5112298 (State of incorporation or organization) (I.R.S. Employer Identification No.) One Broadway, 14th Floor Camb |
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| July 22, 2021 |
As filed with the Securities and Exchange Commission on July 22, 2021. S-1/A 1 d174530ds1a.htm FORM S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 22, 2021. Registration No. 333-257730 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 NUVALENT, INC. (Exact name of registrant as specified in its charter) Delaware 2834 81-51122 |
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| July 22, 2021 |
CORRESP 1 filename1.htm Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 July 22, 2021 Jane Park Jeffrey Gabor Franklin Wyman Kevin Vaughn Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nuvalent, Inc. Registration Statement on Form S-1 Filed July 7, 2021 File No. 333-257 |
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| July 16, 2021 |
CONFIDENTIAL TREATMENT REQUESTED BY NUVALENT, INC. Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 FOIA Confidential Treatment Request The entity requesting confidential treatment is: Nuvalent, Inc. One Broadway, 14th Floor Cambridge, MA 02142 Attn: James R. Porter, Chief Executive Officer Telephone: (857) 357-7000 July 16, 2021 CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDG |
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| July 7, 2021 |
Bylaws of Registrant, as currently in effect. Exhibit 3.4 BY-LAWS of NUVALENT, INC. (the ?Corporation?) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established or said meeting is not |
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| July 7, 2021 |
Form of Executive Employment Agreement Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made between Nuvalent, Inc., a Delaware corporation (the ?Company?), and (the ?Executive?) and is effective as of the closing of the Company?s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the ?Effective Date?). Exc |
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| July 7, 2021 |
Specimen Class B Common Stock Certificate Exhibit 4.2 CUSIP/IDENTIFIER XXXXXX XX X Holder ID XXXXXXXXXX Insurance Value 00.1,000,000 Number of Shares 123456 DTC 12345678901234512345678 PO BOX 505006, Louisville, KY 40233-5006 Certificate Numbers Num/No Denom. Total. MR A SAMPLE 1234567890/1234567890 111 DESIGNATION (IF ANY) 1234567890/1234567890 222 ADD 1 ADD 2 1234567890/1234567890 333 1234567890/1234567890 444 ADD 3 ADD 4 1234567890/123 |
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| July 7, 2021 |
Table of Contents As filed with the Securities and Exchange Commission on July 6, 2021. |
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| July 7, 2021 |
Exhibit 3.5 AMENDED AND RESTATED BYLAWS OF NUVALENT, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these Bylaws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors of the Corporation (the ?Board of Director |
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| July 7, 2021 |
Specimen Class A Common Stock Certificate Exhibit 4.1 CLASS A COMMON STOCK PAR VALUE $0.0001 CLASS A COMMON STOCK NUVALENT, INC. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** M |
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| July 7, 2021 |
Amended and Restated Certificate of Incorporation of Registrant, as currently in effect. EX-3.1 2 d174530dex31.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVALENT, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Nuvalent, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERT |
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| July 7, 2021 |
Employment Agreement, by and between the Registrant and James R. Porter, effective August 2, 2021 Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made between Nuvalent, Inc., a Delaware corporation (the ?Company?), and James Porter, PhD (the ?Executive?) and is effective as of the closing of the Company?s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the ?Eff |
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| July 7, 2021 |
Exhibit 10.11 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark ?[***]?. NUVALENT, INC. AMENDED AND RESTATED REVENUE SHARING AGREEMENT THIS AMENDED AND RESTATED REVENUE SHARING |
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| July 7, 2021 |
Form of Indemnification Agreement between the Registrant and each of its directors Exhibit 10.4 NUVALENT, INC. FORM OF DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of [ ] by and between Nuvalent, Inc., a Delaware corporation (the ?Company?), and [Director] (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in orde |
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| July 7, 2021 |
Employment Agreement, by and between the Registrant and James Malone, dated as of July 11, 2018. Exhibit 10.10 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) executed effective as of the 11th day of July, 2018 (the ?Effective Date?), is by and between Nuvalent, Inc., a Delaware corporation (the ?Company?), and James Malone (?Employee?). All capitalized terms not otherwise defined in the text of this Agreement have the meanings attributed to them in Exhibit A, which is incor |
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| July 7, 2021 |
Exhibit 10.12 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark ?[***]?. NUVALENT, INC. AMENDED AND RESTATED REVENUE SHARING AGREEMENT THIS AMENDED AND RESTATED REVENUE SHARING |
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| July 7, 2021 |
Exhibit 4.3 AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT (this ?Agreement?), is made as of the 30th day of April, 2021, by and among Nuvalent, Inc., a Delaware corporation (the ?Company?), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an ?Investor?, each of the stockholders listed o |
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| July 7, 2021 |
Exhibit 10.8 NUVALENT, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the ?Policy?) of Nuvalent, Inc. (the ?Company?) is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of the Company or its subsidiaries (?Outside Dire |
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| July 7, 2021 |
Form of Indemnification Agreement between the Registrant and each of its executive officers Exhibit 10.5 NUVALENT, INC. FORM OF OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of [ ] by and between Nuvalent, Inc., a Delaware corporation (the ?Company?), and [Officer] (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order |
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| July 7, 2021 |
2017 Equity Incentive Plan, as amended, and form of award agreements thereunder. Exhibit 10.1 NUVALENT, INC. 2017 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Nuvalent, Inc. 2017 Stock Option and Grant Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Nuvalent, Inc., a Delaware corporation (including any successor entity, t |
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| July 7, 2021 |
Senior Executive Cash Incentive Bonus Plan Exhibit 10.6 NUVALENT, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the ?Incentive Plan?) is intended to provide an incentive for superior work and to motivate eligible executives of Nuvalent, Inc. (the ?Company?) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the |
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| July 6, 2021 |
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 July 6, 2021 Jane Park Jeffrey Gabor Franklin Wyman Kevin Vaughn Division of Corporation Finance Office of Life Sciences Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Nuvalent, Inc. Draft Registration Statement on Form S-1 Submitted May 28, 2021 CIK No. 0001861560 Dear Ms. Par |
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| May 28, 2021 |
DRS 1 filename1.htm Table of Contents FOIA Confidential Treatment Requested As confidentially submitted to the Securities and Exchange Commission on May 28, 2021. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, |
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| May 28, 2021 |
EX-3.1 2 filename2.htm Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NUVALENT, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Nuvalent, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), DOES HEREBY CERTIFY: 1. Th |
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| May 28, 2021 |
NUVALENT, INC. 2017 STOCK OPTION AND GRANT PLAN EX-10.1 5 filename5.htm Exhibit 10.1 NUVALENT, INC. 2017 STOCK OPTION AND GRANT PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Nuvalent, Inc. 2017 Stock Option and Grant Plan (the “Plan”). The purpose of the Plan is to encourage and enable the officers, employees, directors, Consultants and other key persons of Nuvalent, Inc., a Delaware corporation (including |
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| May 28, 2021 |
NUVALENT, INC. AMENDED AND RESTATED REVENUE SHARING AGREEMENT EX-10.13 6 filename6.htm Exhibit 10.13 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. NUVALENT, INC. AMENDED AND RESTATED REVENUE SHARING AGREEMENT THIS AMENDED AND |
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| May 28, 2021 |
NUVALENT, INC. AMENDED AND RESTATED REVENUE SHARING AGREEMENT EX-10.14 7 filename7.htm Exhibit 10.14 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. NUVALENT, INC. AMENDED AND RESTATED REVENUE SHARING AGREEMENT THIS AMENDED AND |
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| May 28, 2021 |
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT EX-4.2 4 filename4.htm Exhibit 4.2 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 30th day of April, 2021, by and among Nuvalent, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, each of th |
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| May 28, 2021 |
BY-LAWS NUVALENT, INC. (the “Corporation”) EX-3.3 3 filename3.htm Exhibit 3.3 BY-LAWS of NUVALENT, INC. (the “Corporation”) 1. Stockholders (a) Annual Meeting. The annual meeting of stockholders shall be held for the election of directors each year at such place, date and time as shall be designated by the Board of Directors. Any other proper business may be transacted at the annual meeting. If no date for the annual meeting is established |
