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United States securities and exchange commission logo
August 22, 2023
Terry-Ann Burrell
Chief Financial Officer and Treasurer
Beam Therapeutics Inc.
238 Main Street
Cambridge, MA 02142
Re: Beam Therapeutics
Inc.
Form 10-K for the
Fiscal Year Ended December 31, 2022
Filed February 28,
2023
File No. 001-39208
Dear Terry-Ann Burrell:
We have reviewed your August 9, 2023 response to our comment
letter and have the
following comment. In our comment, we may ask you to provide us with
information so we may
better understand your disclosure.
Please respond to the comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to the comment, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 20, 2023 letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Notes to Consolidated Financial Statements
8. Equity method investment
Orbital, page F-26
1. Please address the
following as it relates to your equity method investment in Orbital
Therapeutics and your
response to our prior comment:
You state that the
activities that most significantly impact Orbital s economic
performance are
directed by the Orbital board and that power is not shared because
the activities that
most significantly affect Orbital s economic performance do not
require the consent
of all of the parties, but rather a simple majority. Given the board
consists of six
members, explain how key decisions are made when a simple majority
vote is not
achieved (i.e., 3-3 tie).
Terry-Ann Burrell
Beam Therapeutics Inc.
August 22, 2023
Page 2
You state that Orbital s board was initially comprised of six
directors and that you
control no more than two of these seats. Explain how the
remaining seats on the
Orbital board are determined and identify the parties that have
the power to nominate
such directors.
You indicate that, in addition to your President who is serving
as interim CEO of
Orbital, you have the power to nominate one director for approval
by the preferred
shareholders. Explain the process by which director nominations
are approved by
preferred shareholders, including the minimum votes needed for
approval and how
votes are allocated amongst preferred shareholders.
Provide us with both the initial and current composition of
Orbital's ownership
structure, including both preferred and common shareholders and
any other variable
interests. In this regard, we note that Orbital was initially
funded by ARCH Venture
Partners, a16z Bio+Health and Newpath Partners.
For each preferred stockholder, provide us the percentage
ownership of Orbital,
particularly noting if any one stockholder or group of related
party stockholders
own a significant percentage of the total preferred stock. If any
of the preferred
stockholders of Orbital are related parties to you or other
preferred stockholders,
provide an analysis under ASC 810-10-25-42 through 25-44B.
You state on page 77 of the 10-K that in addition to your CEO
and President being
members of the board of directors of Orbital, two of your
directors affiliated with
ARCH Venture Partners are members of the board of directors of
Orbital. Tell us
how you considered these directors in your determination of
whether or not you are
the primary beneficiary and whether or not these directors are
considered de facto
agents pursuant to ASC 810-10-25-43.
Provide us with copies of the following documents to facilitate
our analysis:
o License and Research Collaboration Agreement entered into
with Orbital in
September 2022
o Stock Purchase Agreement for purchase of 75.0 million shares
of Orbital
common stock with a fair value of $25.5 million
o Key governance documents for Orbital (e.g., articles of
incorporation, by-
laws, investor rights agreement and voting agreement) to the
extent they contain
information relevant to an analysis under ASC 810.
You may contact Mary Mast at (202) 551-3613 or Angela Connell at (202)
551-3426 if
you have questions regarding our comment.
FirstName LastNameTerry-Ann Burrell Sincerely,
Comapany NameBeam Therapeutics Inc.
Division of
Corporation Finance
August 22, 2023 Page 2 Office of Life
Sciences
FirstName LastName