As filed with the Securities and Exchange Commission on February 27, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BEAM THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
Delaware | 81-5238376 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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238 Main St., Cambridge, MA | 02142 | |
(Address of Principal Executive Offices) | (Zip Code) |
Beam Therapeutics Inc. 2019 Equity Incentive Plan
Beam Therapeutics Inc. Amended and Restated 2019 Employee Stock Purchase Plan
(Full title of the plan)
John Evans
Chief Executive Officer
Beam Therapeutics Inc.
238 Main Street
Cambridge, MA 02142
(Name and address of agent for service)
(857) 327-8775
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
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| 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
REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement has been filed by the Beam Therapeutics Inc. (the “Registrant”) to register (i) 3,265,299 additional shares of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”), available for issuance under the Beam Therapeutics Inc. 2019 Equity Incentive Plan and (ii) 816,324 additional shares of Common Stock available for issuance under the Beam Therapeutics Inc. Amended and Restated 2019 Employee Stock Purchase Plan. This Registration Statement relates to securities of the same class as those that were previously registered by the Registrant on Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2020 (File No. 333-236582), March 17, 2021 (File No. 333-254378), February 28, 2022 (File No. 333-263067), and February 28, 2023 (File No. 333-270079).
Pursuant to General Instruction E to Form S-8 regarding registration of additional securities, the entire contents of the Registration Statements reference above are incorporated herein by reference, except to the extent supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Documents by Reference. |
The Registrant hereby incorporates by reference into this Registration Statement the following documents which have been previously filed (not furnished) with the SEC:
(a) | the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 27, 2024 (File No. 001-39208); | |
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| (b) | the information specifically incorporated by reference into the Registrant's Annual Report on Form 10-K for the year ended December 31, 2022 from the Registrant's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 21, 2023; |
(c) | the Registrant’s Current Report on Form 8-K, as filed with the SEC on January 8, 2024 (with respect to Item 8.01); and |
(d) | the description of the Common Stock contained in the Registrant’s Registration Statement on Form 8-A filed with the SEC on January 31, 2020 pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the description therein has been updated and superseded by the description of the Registrant’s Common Stock contained in Exhibit 4.11 to the Registrant’s Registration Statement on Form S-3 (File No. 333-254946) filed with the SEC on April 1, 2021, and including any amendments or reports filed for the purpose of updating such description. |
In addition, all other documents filed (not furnished) by the Registrant pursuant to Section 13(a), Section 13(c), Section 14 or Section 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated in this Registration Statement by reference and to be a part of this Registration Statement from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished to and not filed with the SEC in accordance with the rules of the SEC shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. | Exhibits. |
The following exhibits are filed with or incorporated by reference into this Registration Statement:
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Exhibit No. | Description | |
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4.1 | ||
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4.2 | ||
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5.1 | Opinion of Wilmer Cutler Pickering Hale & Dorr LLP (filed herewith). | |
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23.1 | ||
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23.2 | Consent of Wilmer Cutler Pickering Hale & Dorr LLP (included within the opinion filed as Exhibit 5.1). | |
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24.1 | Power of Attorney (included on signature page to this Registration Statement). | |
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99.1 | ||
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99.2 | ||
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107.1 | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cambridge, Commonwealth of Massachusetts, on this 27th day of February, 2024.
BEAM THERAPEUTICS INC. | ||
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By: | /s/ John Evans | |
| John Evans | |
| Chief Executive Officer | |
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John Evans, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 to be filed by Beam Therapeutics Inc., 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 full power and authority 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 attorneys-in-fact and agents, or their 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 and Signature | Title | Date | ||
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/s/ John Evans | Chief Executive Officer and Director |
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John Evans | (Principal Executive Officer) | February 27, 2024 | ||
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/s/ Terry-Ann Burrell | Chief Financial Officer |
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Terry-Ann Burrell | (Principal Financial Officer and Principal Accounting Officer) | February 27, 2024 | ||
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/s/ Kristina Burow | Director | February 27, 2024 | ||
Kristina Burow |
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/s/ Graham Cooper | Director | February 27, 2024 | ||
Graham Cooper |
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/s/ Mark Fishman | Director | February 27, 2024 | ||
Mark Fishman, M.D. |
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/s/ Carole Ho | Director | February 27, 2024 | ||
Carole Ho, M.D. |
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/s/ John Maraganore | Director | February 27, 2024 | ||
John Maraganore, Ph.D. |
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/s/ Christi Shaw | Director | February 27, 2024 | ||
Christi Shaw |
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/s/ Kathleen Walsh | Director | February 27, 2024 | ||
Kathleen Walsh |
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