| Item 1.01. | Entry into a Material Definitive Agreement |
As previously reported, Beam Therapeutics Inc. (the “Company”) is a party to the Sales Agreement, dated April 1, 2021 (the “Sales Agreement”) with Jefferies LLC (“Jefferies”), as amended by Amendment No. 1, dated July 7, 2021 (“Amendment No. 1” and, together with the Sales Agreement, the “Amended Sales Agreement”). Under the Amended Sales Agreement, the Company may offer and sell, from time to time, through Jefferies as its sales agent, shares of its common stock, par value $0.01 per share, having aggregate sales proceeds of up to $800 million (the “Initial Shares”). As of the date hereof, the Company had offered and sold Initial Shares with an aggregate offering price of approximately $772.8 million pursuant to the Amended Sales Agreement.
On May 10, 2023, the Company and Jefferies entered into Amendment No. 2 to the Sales Agreement (“Amendment No. 2” and together with the Amended Sales Agreement, the “Further Amended Sales Agreement”) to provide for an increase in the aggregate offering amount under the Amended Sales Agreement, such that as of May 10, 2023, the Company may offer and sell additional shares of Common Stock having an aggregate offering price of up to $300,000,000 (the “Additional Shares” and together with the “Initial Shares”, the “Shares”) under the Further Amended Sales Agreement. The terms and conditions of the Amended Sales Agreement otherwise remain unchanged.
Sales of the Shares through Jefferies, if any, will be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including without limitation sales made directly on the Nasdaq Global Select Market or any other existing trading market for its common stock. Jefferies will use commercially reasonable efforts to sell the Shares from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions we may impose). The Company is not obligated to make any sales of Shares under the Further Amended Sales Agreement. The foregoing description of the material terms of Amendment No. 2 is qualified in its entirety by reference to the full texts of (i) the Sales Agreement, a copy of which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2021, (ii) Amendment No. 1, a copy of which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2021, and (iii) Amendment No. 2, which is attached as Exhibit 1.1 to this Current Report on Form 8-K, each of which is incorporated herein by reference.
The Shares were registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-254946) (the “Registration Statement”), and offerings for the Initial Shares and the Additional Shares will be made only by means of prospectus supplements related thereto. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state or jurisdiction.
Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, has issued a legal opinion relating to the Additional Shares. A copy of such legal opinion, including the consent included therein, is attached as Exhibit 5.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
