As filed with the Securities and Exchange Commission on February 28, 2023
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 |
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81-5238376 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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238 Main St., Cambridge, MA |
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02142 |
(Address of Principal Executive Offices) |
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(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 |
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Accelerated filer |
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☐ |
Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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) 2,851,093 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) 712,773 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) and February 28, 2022 (File No. 333-263067).
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:
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(a) |
the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022 filed with the SEC on February 28, 2023 (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, 2021 from the Registrant's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 22, 2022; |
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(c) |
the Registrant’s Current Report on Form 8-K, as filed with the SEC on January 9, 2023 (with respect to Item 8.01); and |
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(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. |
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Description |
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4.1 |
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4.2 |
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4.3 |
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4.4 |
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5.1 |
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Opinion of Wilmer Cutler Pickering Hale & Dorr LLP (filed herewith). |
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23.1 |
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23.2 |
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24.1 |
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Power of Attorney (included on signature page to this Registration Statement). |
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107.1 |
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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 28th day of February, 2023.
BEAM THERAPEUTICS INC. |
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By: |
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/s/ John Evans |
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John Evans |
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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 |
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Title |
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Date |
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/s/ John Evans |
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Chief Executive Officer and Director |
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John Evans |
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(Principal Executive Officer) |
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February 28, 2023 |
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/s/ Terry-Ann Burrell |
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Chief Financial Officer |
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Terry-Ann Burrell |
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(Principal Financial Officer and Principal Accounting Officer) |
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February 28, 2023 |
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/s/ Kristina Burow |
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Director |
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February 28, 2023 |
Kristina Burow |
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/s/ Graham Cooper |
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Director |
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February 28, 2023 |
Graham Cooper |
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/s/ Mark Fishman |
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Director |
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February 28, 2023 |
Mark Fishman, M.D. |
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/s/ Carole Ho |
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Director |
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February 28, 2023 |
Carole Ho, M.D. |
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/s/ John Maraganore |
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Director |
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February 28, 2023 |
John Maraganore, Ph.D. |
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/s/ Kathleen Walsh |
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Director |
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February 28, 2023 |
Kathleen Walsh |
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+1 617 526 6000 (t)
+1 617 526 5000 (f)
February 28, 2023
Beam Therapeutics Inc.
238 Main Street
Cambridge, MA 02142
Re: |
Beam Therapeutics Inc. 2019 Equity Incentive Plan |
Beam Therapeutics Inc. Amended and Restated 2019 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 3,563,866 shares of common stock, $0.01 par value per share (the “Shares”), of Beam Therapeutics Inc., a Delaware corporation (the “Company”), issuable under the Beam Therapeutics Inc. 2019 Equity Incentive Plan and the Beam Therapeutics Inc. Amended and Restated 2019 Employee Stock Purchase Plan (together, the “Plans”).
We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the board of directors and stockholders of the Company, the Registration Statement, the Plans and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware.
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby 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 of the Commission.
Very truly yours,
/s/ Wilmer Cutler Pickering Hale and Dorr LLP
WILMER CUTLER PICKERING HALE AND DORR LLP
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 28, 2023, relating to the financial statements of Beam Therapeutics Inc. and the effectiveness of Beam Therapeutics Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of Beam Therapeutics Inc. for the year ended December 31, 2022.
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/s/ Deloitte & Touche LLP |
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Boston, Massachusetts |
February 28, 2023 |
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Beam Therapeutics Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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Security Type |
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Security Class Title |
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Fee Calculation Rule |
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Amount |
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Proposed Maximum Offering Price Per Unit |
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Maximum Aggregate Offering Price |
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Fee Rate |
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Amount of Registration Fee |
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Equity |
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Common stock, $0.01 par value per share |
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457(h) |
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2,851,093(2) |
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$40.13(3) |
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$114,414,362 |
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0.00011020 |
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$12,608.46 |
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Equity |
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Common stock, $0.01 par value per share |
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457(h) |
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712,773(4) |
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$34.11(5) |
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$24,312,687 |
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0.00011020 |
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$2,679.26 |
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Total Offering Amounts |
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$138,727,049 |
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$15,287.72 |
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Total Fee Offsets(6) |
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— |
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Net Fee Due |
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$15,287.72 |
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(1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement also covers such additional shares of common stock, par value $0.01 per share (the “Common Stock”) of Beam Therapeutics Inc. (the “Registrant”) as may be issued to prevent dilution from stock splits, stock dividends and similar transactions. |
(2) |
Represents 2,851,093 shares of Common Stock that were automatically added to the shares authorized for issuance under the Beam Therapeutics Inc. 2019 Equity Incentive Plan (the “2019 Plan”) on January 1, 2023 pursuant to an “evergreen” provision contained in the 2019 Plan. The “evergreen” provision provides that on each January 1st from January 1, 2020 through January 1, 2029, the number of shares of Common Stock available for issuance under the 2019 Plan will automatically increase annually in an amount equal to the lesser of (i) 4% of outstanding shares of the Common Stock as of the close of business on the immediately preceding December 31st or (ii) the number of shares determined by the Registrant’s board of directors on or prior to such date. |
(3) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on the average of the high and low prices of the Common Stock as reported by the Nasdaq Global Select Market on February 23, 2023. |
(4) |
Represents 712,773 shares of Common Stock that were automatically added to the shares authorized for issuance under the Beam Therapeutics Inc. Amended and Restated 2019 Employee Stock Purchase Plan (the “ESPP”) on January 1, 2023 pursuant to an “evergreen” provision contained in the ESPP. The “evergreen” provision provides that on each January 1st from January 1, 2020 through January 1, 2029, the number of shares of Common Stock available for issuance under the ESPP will automatically increase annually in an amount equal to the lesser of (i) 1% of outstanding shares of the Common Stock as of the close of business on |
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the immediately preceding December 31st or (ii) the number of shares determined by the Registrant’s board of directors on or prior to such date, up to a maximum of 5,083,204 shares in the aggregate. |
(5) |
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) based on 85% of the average of the high and low prices of the Common Stock as reported by the Nasdaq Global Select Market on February 23, 2023. Under the ESPP, the purchase price of a share of Common Stock is equal to 85% of the fair market value of the Common Stock on the offering date. |
(6) |
The Registrant does not have any fee offsets. |