Item 1.01 Entry into a Material Definitive Agreement.
On January 16, 2021, Beam Therapeutics Inc. (the "Company") entered into a
Securities Purchase Agreement (the "Purchase Agreement") with certain purchasers
(the "Purchasers"), pursuant to which the Company agreed to sell and issue to
the Purchasers, in a private placement (the "Private Placement"), shares of
common stock of the Company, par value $0.01 per share (the "Common Stock").
The closing of the Private Placement is anticipated to occur on January 21, 2021
(the "Closing"), subject to the satisfaction of customary closing conditions.
The Company agreed to sell and issue 2,795,700 shares of Common Stock at a
purchase price of $93.00 per share (the "Shares") for aggregate gross proceeds
to the Company of approximately $260.0 million, before deducting fees to the
placement agents and other estimated offering expenses payable by the Company.
The Company will file a resale registration statement with the Securities and
Exchange Commission (the "SEC") by April 1, 2021 to register the resale of the
Shares. J.P. Morgan is acting as lead placement agent and William Blair is
acting as joint placement agent for the offering. As set forth in the Purchase
Agreement, if the Company fails to comply with certain obligations with respect
to filing of such registration statement, the Company would be obligated to pay
liquidated damages to the Purchasers in the amount of 1% of each Purchaser's
aggregate investment.
The foregoing summaries of the Private Placement, the Shares and the Purchase
Agreement do not purport to be complete and are qualified in their entirety by
reference to the form of the Purchase Agreement, which is filed as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required by Item 3.02 of Form 8-K, the information regarding the
Shares set forth under Item 1.01 of this Form 8-K is incorporated by reference
in this Item 3.02. The Company will issue the Shares in reliance on the
exemption from registration provided for under Section 4(a)(2) of the Securities
Act of 1933, as amended (the "Securities Act"). The Company relied on this
exemption from registration for private placements based in part on the
representations made by the Purchasers, including the representations with
respect to each Purchaser's investment intent. The offer and sale of the Shares
have not been registered under the Securities Act.
Item 7.01 Other Events.
On January 19, 2021, the Company issued a press release announcing the Private
Placement. A copy of the press release is attached hereto as Exhibit 99.1. The
information in this Item 7.01 of this Form 8-K, including Exhibit 99.1, is being
furnished and shall not be deemed filed for purposes of Section 18 of the
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor will it be incorporated by reference in any
filing under the Securities Act or in any filing under the Exchange Act, except
as expressly set forth by specific reference in such filing.
Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements including
without limitation statements regarding the expected closing of the Private
Placement, anticipated proceeds from the Private Placement, and the Company's
plans to file a registration statement to register the resale of the Shares to
be issued and sold in the Private Placement. The words "anticipate," "believe,"
"estimate," "expect," "intend," "may," "plan," "predict," "project," "target,"
"potential," "will," "would," "could," "should," "continue," and similar
expressions are intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words. Each
forward-looking statement is subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied in such
statement.
These risks and uncertainties include risks relating to the Company's inability,
or the inability of the Purchasers, to satisfy the conditions to closing for the
Private Placement and those identified under the heading "Risk Factors" in
Company's Annual Report on Form 10-K for the year ended December 31, 2019, the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020,
June 30, 2020, and September 30, 2020 and other filings the Company makes with
the SEC. Because forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified and some of which
are beyond the Company's control, you should not rely on these forward-looking
statements as predictions of future events. The events and circumstances
reflected in the Company's forward-looking statements may not be achieved or
occur and actual results could differ materially from those projected in the
forward-looking statements. Moreover, the Company operates in an evolving
environment. New risk factors and uncertainties may emerge from time to time,
and it is not possible for management to predict all risk factors and
uncertainties. Except as required by applicable law, the Company does not plan
to publicly update or revise any forward-looking statements contained herein,
whether as a result of any new information, future events, changed circumstances
or otherwise.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
10.1 Form of Purchase Agreement, dated as of January 16, 2021, among
Beam Therapeutics Inc. and each purchaser party thereto
99.1 Press release, dated January 19, 2021, regarding the private
placement
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