S-8

As filed with the Securities and Exchange Commission on March 5, 2026

Registration No. 333-   

 

 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

TANGO THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   85-1195036

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

201 Brookline Ave., Suite 901

Boston, MA

  02215
(Address of Principal Executive Offices)   (Zip Code)

Tango Therapeutics, Inc. 2021 Stock Option and Incentive Plan

Tango Therapeutics, Inc. 2021 Employee Stock Purchase Plan

(Full title of the plan)

Malte Peters, M.D.

President and Chief Executive Officer

Tango Therapeutics, Inc.

201 Brookline Ave., Suite 901

Boston, MA 02215

(Name and address of agent for service)

(857) 320-4900

(Telephone number, including area code, of agent for service)

 

 

Copies to:

 

Mitchell S. Bloom, Esq.

Marishka DeToy, Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

(617) 570-1000

 

Julie Fogarty

Vice President, Legal

Tango Therapeutics, Inc.

201 Brookline Avenue, Suite 901

Boston, MA 02215

(857) 320-4900

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 
 


EXPLANATORY NOTE AND STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of (i) registering the offer and sale of an additional 6,797,023 shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”), to be issued under the Registrant’s 2021 Stock Option and Incentive Plan and (ii) registering the offer and sale of an additional 949,873 shares of the Registrant’s Common Stock, to be issued under the Registrant’s 2021 Employee Stock Purchase Plan. This Registration Statement incorporates by reference the contents of the registration statements on Form S-8, filed by the Registrant on October  14, 2021 (File No. 333-260258), March 28, 2022 (File No. 333-263893), February 7, 2023 (File No. 333-269620), March 18, 2024 (File No. 333-278016), and February 27, 2025 (File No. 333-285306), relating to the Registrant’s 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan pursuant to General Instruction E.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

See the Exhibit Index for a list of exhibits filed as part of this Registration Statement, which Exhibit Index is incorporated herein by reference.


EXHIBIT INDEX

 

Exhibit
No.
  

Description

 4.1    Second Amended and Restated Certificate of Incorporation of Tango Therapeutics, Inc., as amended (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed by the Registrant on August 7, 2024).
 4.2    Amendment to Second Amended and Restated Certificate of Incorporation of Tango Therapeutics, Inc., (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 6, 2025).
 4.3    Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 4.2 to the Registrant’s registration statement on Form S-8 filed with the Commission on October 14, 2021).
 4.4    Specimen common stock certificate (incorporated by reference to Exhibit 4.5 to the Registrant’s registration statement on Form S-4/A, filed with the Commission on July 16, 2021).
 4.5    Description of Securities (incorporated by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Commission on March 28, 2022).
 5.1*    Opinion of Goodwin Procter LLP.
23.1*    Consent of Goodwin Procter LLP (included in Exhibit 5.1).
23.2*    Consent of PricewaterhouseCoopers LLP.
24.1    Power of attorney (included on signature page).
99.1    Tango Therapeutics, Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 13, 2021).
99.2    Forms of Award Agreements under the Tango Therapeutics, Inc. 2021 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 13, 2021).
99.3    Tango Therapeutics, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 13, 2021).
107*    Filing Fee Table
 
*

Filed herewith.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on the 5th day of March, 2026.

 

Tango Therapeutics, Inc.

By:

 

/s/ Malte Peters

Name:

 

Malte Peters, M.D.

Title:

 

President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Malte Peters, M.D. and Daniella Beckman, acting alone or together with another attorney-in-fact, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act, (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Name

  

Title

 

Date

/s/ Malte Peters

Malte Peters, M.D.

   President, Chief Executive Officer and Director
(Principal Executive Officer)
  March 5, 2026

/s/ Daniella Beckman

Daniella Beckman

  

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

  March 5, 2026

/s/ Barbara Weber

Barbara Weber, M.D.

   Executive Chairman of the Board of Directors   March 5, 2026

/s/ Alexis Borisy

Alexis Borisy

   Director   March 5, 2026

/s/ Lesley Calhoun

Lesley Calhoun

   Director   March 5, 2026

/s/ John Ketchum

John Ketchum

   Director   March 5, 2026

/s/ Sung Lee

Sung Lee

   Director   March 5, 2026

/s/ Kanishka Pothula

Kanishka Pothula

   Director   March 5, 2026

/s/ Mace Rothenberg

Mace Rothenberg, M.D.

   Director   March 5, 2026
EX-5.1

Exhibit 5.1

 

LOGO      

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

 

goodwinlaw.com

+1 617 570 1000

March 5, 2026

Tango Therapeutics, Inc.

201 Brookline Ave., Suite 901

Boston, MA 02215

Re: Securities Being Registered under Registration Statement on Form S-8

We have acted as your counsel in connection with your filing of a Registration Statement on Form S-8 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on or about the date hereof relating to an aggregate of 7,746,896 shares (the “Shares”) of Common Stock, par value $0.001 per share (“Common Stock”), of Tango Therapeutics, Inc., a Delaware corporation (the “Company”), that may be issued pursuant to the Company’s 2021 Stock Option and Incentive Plan and 2021 Employee Stock Purchase Plan (collectively, the “Plans”).

We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinion set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinion set forth below, on certificates of officers of the Company.

For purposes of the opinion set forth below, we have assumed that, at the time Shares are issued, the total number of then unissued Shares, when added to the number of shares of Common Stock issued, subscribed for, or otherwise committed to be issued, does not exceed the number of shares of Common Stock authorized by the Company’s certificate of incorporation.

The opinion set forth below is limited to the Delaware General Corporation Law.

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

This opinion letter and the opinion it contains shall be interpreted in accordance with the Core Opinion Principles as published in 74 Business Lawyer 815 (Summer 2019).

We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

 

Very truly yours,
/s/ Goodwin Procter LLP
GOODWIN PROCTER LLP
EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Tango Therapeutics, Inc. of our report dated March 5, 2026 relating to the financial statements, which appears in Tango Therapeutics, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025.

/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

March 5, 2026

EX-FILING FEES
S-8 S-8 EX-FILING FEES 0001819133 Tango Therapeutics, Inc. N/A Fees to be Paid Fees to be Paid 0001819133 2026-03-04 2026-03-04 0001819133 1 2026-03-04 2026-03-04 0001819133 2 2026-03-04 2026-03-04 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Tango Therapeutics, Inc.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity 2021 Stock Option and Incentive Plan Common Stock, $0.001 par value per share Other 6,797,023 $ 11.33 $ 77,010,271.00 0.0001381 $ 10,635.12
2 Equity 2021 Employee Stock Purchase Plan Common Stock, $0.001 par value per share Other 949,873 $ 9.64 $ 9,156,776.00 0.0001381 $ 1,264.55

Total Offering Amounts:

$ 86,167,047.00

$ 11,899.67

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 11,899.67

Offering Note

1

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement shall also cover any additional shares of common stock, $0.001 par value per share ("Common Stock") which become issuable under the Tango Therapeutics, Inc. 2021 Stock Option and Incentive Plan (the "2021 Plan") or the Tango Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP") by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. Represents an automatic increase of 6,797,023 shares of common stock to the number of shares available for issuance under the 2021 Plan effective as of January 1, 2026. Shares available for issuance under the 2021 Plan were previously registered on Form S-8 filed with the Securities and Exchange Commission on October 14, 2021 (File No. 333-260258), March 28, 2022 (File No. 333-263893), February 7, 2023 (File No. 333-269620), March 18, 2024 (File No. 333-278016) and February 27, 2025 (File No. 333-285306). Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act, and based on $11.33, the average of the high and low sale prices of the Registrant's common stock as reported on the Nasdaq Global Market on March 3, 2026.

2

Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover any additional shares of Common Stock which become issuable under the 2021 Plan or the 2021 ESPP by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant's outstanding shares of Common Stock. Pursuant to Rule 416(c) under the Securities Act, this Registration Statement shall also cover an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plans described herein. Represents an automatic increase of 949,873 shares of common stock to the number of shares available for issuance under the 2021 ESPP effective as of January 1, 2026. Shares available for issuance under the 2021 ESPP were previously registered on Form S-8 filed with the Securities and Exchange Commission on October 14, 2021 (File No. 333-260258), March 28, 2022 (File No. 333-263893), February 7, 2023 (File No. 333-269620), March 18, 2024 (File No. 333-278016) and February 27, 2025 (File No. 333-285306). Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h)(1) of the Securities Act, and based on 85% of $9.64, the average of the high and low sale prices of the Registrant's common stock as reported on the Nasdaq Global Market on March 3, 2026. Pursuant to the 2021 ESPP, the purchase price of the shares of common stock reserved for issuance thereunder will be at a maximum discount of 15% of the fair market value of a share of common stock on the first trading day of the applicable offering period or on the last trading day of the applicable offering period, whichever is less.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A