UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 5, 2024, the board of directors (the “Board”) of Beam Therapeutics Inc. (the “Company”) appointed Sravan K. Emany to the position of Chief Financial Officer of the Company, to be effective on December 19, 2024. In such capacity, Mr. Emany will be deemed the “principal financial officer” of the Company (as defined under the rules and regulations of the Securities and Exchange Commission).
Prior to accepting the offer to join the Company, Mr. Emany, age 47, held the positions of chief financial officer and chief operating officer with Ironwood Pharmaceuticals, Inc. (“Ironwood”), a publicly held global healthcare company, since December 2021. Prior to joining Ironwood, Mr. Emany served as corporate vice president, commercial excellence and chief strategy officer of Integra LifeSciences Holding Corporation (“Integra”), a publicly held global healthcare company, from March 2020 to December 2021, and as vice president of strategy, treasury and investor relations from February 2018 to March 2020. Prior to Integra, Mr. Emany served in various mergers and acquisitions investment banking roles at Bank of America and BofA Securities, formerly Bank of America Merrill Lynch, for nearly a decade, culminating in his service as managing director in the mergers and acquisitions group, where he led numerous mergers and acquisitions in the healthcare sector. He also served in various other financial roles, including with Goldman Sachs Group and Morgan Stanley. Mr. Emany serves on the board of directors of Assertio Holdings, Inc. (Nasdaq: ASRT). He holds a Bachelor’s degree in international relations from The Johns Hopkins University and a Master’s degree in international relations and international economics from The Johns Hopkins School of Advanced International Studies.
The Company has entered into an offer letter with Mr. Emany pursuant to which he is entitled to an annual base salary of $575,000. Mr. Emany is entitled to receive a one-time sign-on bonus in the amount of $325,000 and is also eligible for an annual incentive bonus targeted at 50% of his base salary.
In addition, pursuant to the terms of the offer letter, the Board’s Compensation Committee (the “Compensation Committee”) approved a grant to Mr. Emany of an incentive stock option under the Company’s 2019 Equity Incentive Plan (the “Plan”) to purchase 160,000 shares of the Company’s common stock at an exercise price per share equal to the closing price of the Company’s common stock on the Nasdaq Global Select Market on December 31, 2024 (or, if no trades are reported on such date, the closing price on the most recent trading day preceding the date of grant on which a trade occurred). The stock option will have a ten-year term and will vest and become exercisable as to 25% of the option shares on the first anniversary of the vesting start date and as to the remainder of the option shares in equal monthly installments each month following such date for the subsequent thirty-six months such that the option would be fully vested with respect to the total option shares on the four-year anniversary of the date of grant, subject to Mr. Emany’s continued service to the Company through each applicable vesting date.
In addition, pursuant to the terms of the offer letter, the Compensation Committee approved a grant to Mr. Emany of 80,000 restricted stock units for shares of the Company’s common stock under the Plan, to be effective on December 31, 2024. The restricted stock unit award shall vest in four substantially equal annual installments on each of the first four anniversaries of the date of grant, subject to Mr. Emany’s continued service to the Company through each applicable vesting date.
Under the offer letter agreement, if Mr. Emany’s employment is terminated by the Company without cause, he will be entitled to receive (i) continued payment of his base salary for a period of twelve months and (ii) payment of a portion of his COBRA premiums for twelve months following his termination (or, if earlier, until the date on which Mr. Emany becomes eligible for coverage under a subsequent employer’s medical plan) in an amount equal to the employer portion of such premiums for active employees, subject to his eligibility for, and timely election of, COBRA coverage. In addition, if Mr. Emany’s employment is terminated by the Company without cause or by him for good reason within twelve months following or within thirty days immediately prior to a change in control, he will be entitled to receive (i) continued payment of his base salary for a period of twelve months following termination, (ii) an amount equal to his target annual bonus for the year of termination, (iii) immediate vesting of any unvested equity awards and (iv) payment of a portion of his COBRA premiums for twelve months (or, if earlier, until the date on which Mr. Emany becomes eligible for coverage under a subsequent employer’s medical plan) in an amount equal to the employer portion of such premiums for active employees, subject to his eligibility for, and timely election of, COBRA coverage.
Mr. Emany is eligible to participate in the employee benefit plans generally available to full-time employees, subject to the terms of those plans.
The Company and Mr. Emany will enter into the Company’s standard form of indemnification agreement, a copy of which was filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (File No. 333-233985) filed with the Securities and Exchange Commission on September 27, 2019.
Mr. Emany (a) is not a party to any other arrangements or understandings with any other person pursuant to which he was selected to serve as an officer of the Company, (b) has not been involved in any transactions with the Company or related persons of the Company that would require disclosure under Item 404(a) of Regulation S-K, and (c) does not have any family relationship with any members of the Board or any executive officer of the Company.
| Item 7.01 | Regulation FD Disclosure. |
On December 6, 2024, the Company issued a press release announcing the hiring of Mr. Emany, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The information under this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release Issued by Beam Therapeutics Inc. on December 6, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 6, 2024 | Beam Therapeutics Inc. | |||||
| By: | /s/ John Evans | |||||
| Name: | John Evans | |||||
| Title: | Chief Executive Officer | |||||
Exhibit 99.1
Beam Therapeutics Announces Appointment of Sravan Emany as Chief Financial Officer
Cambridge, Mass., December 6, 2024 – Beam Therapeutics Inc. (Nasdaq: BEAM), a biotechnology company developing precision genetic medicines through base editing, today announced the appointment of Sravan K. Emany as chief financial officer (CFO), effective December 19, 2024. Mr. Emany brings to Beam a breadth of global operational, commercial and financial experience with multinational public corporations and financial institutions. He most recently served as CFO and chief operating officer at Ironwood Pharmaceuticals, Inc.
“Beam has built a strong financial position to advance our portfolio of genetic medicines, and Sravan has an exceptional background to lead our capital formation and allocation strategy going forward,” said John Evans, chief executive officer of Beam. “With his deep understanding of value creation in the life sciences, along with significant operational and financial experience, Sravan is uniquely positioned to help guide Beam through its next phase of growth as we advance multiple clinical programs across our hematology and genetic disease portfolio. We are excited to welcome him to the team as we continue to build on our momentum and work to create lasting impact for patients.”
“Beam’s mission to transform the treatment of genetic diseases with precision medicines is both inspiring and urgent. I am honored to join a company at the forefront of scientific innovation, especially as it advances a robust clinical pipeline with the potential to make a profound difference in patients’ lives,” said Mr. Emany. “With a strong financial foundation and a period of significant opportunity ahead, Beam is poised to drive meaningful progress in its pioneering clinical pipeline and differentiated base editing platform. I look forward to contributing to the company’s success and helping ensure we have the resources to deliver life-changing therapies to patients worldwide.”
Prior to joining Ironwood, Mr. Emany served as corporate vice president, commercial excellence and chief strategy officer of Integra LifeSciences Holdings Corporation, a publicly held global healthcare company, and as vice president of strategy, treasury and investor relations before that. Prior to Integra, Mr. Emany served in various mergers and acquisitions investment banking roles in Bank of America and BofA Securities, formerly Bank of America Merrill Lynch, for nearly a decade, culminating in his service as managing director in the mergers and acquisitions group, where he led numerous mergers and acquisitions in the healthcare sector. He also served in various other financial roles, including with Goldman Sachs Group and Morgan Stanley. Mr. Emany serves on the board of directors of Assertio Holdings, Inc. (Nasdaq: ASRT). He holds a B.A. in international relations from The Johns Hopkins University and an M.A. in international relations and international economics from The Johns Hopkins School of Advanced International Studies.
About Beam Therapeutics
Beam Therapeutics (Nasdaq: BEAM) is a biotechnology company committed to establishing the leading, fully integrated platform for precision genetic medicines. To achieve this vision, Beam has assembled a platform with integrated gene editing, delivery and internal manufacturing capabilities. Beam’s suite of gene editing technologies is anchored by base editing, a proprietary technology that is designed to enable precise, predictable and efficient single base changes, at targeted genomic sequences, without making double-stranded breaks in the DNA. This has the potential to enable a wide range of potential therapeutic editing strategies that Beam is using to advance a diversified portfolio of base editing programs. Beam is a values-driven organization committed to its people, cutting-edge science, and a vision of providing life-long cures to patients suffering from serious diseases.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Investors are cautioned not to place undue reliance on these forward-looking statements, including, but not limited to, statements related to: the timing and effective date of the appointment of Mr. Emany; the contributions Mr. Emany may make in his role with the company; the therapeutic applications and potential of our technology, including with respect to ESCAPE; our plans to advance our programs; the sufficiency of our capital resources to fund operating expenses and capital expenditure requirements; and our ability to develop life-long, curative, precision genetic medicines for patients through base editing. Each forward-looking statement is subject to important risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement, including, without limitation, risks and uncertainties related to: our ability to develop, obtain regulatory approval for, and commercialize our product candidates, which may take longer or cost more than planned; our ability to raise additional funding, which may not be available; our ability to obtain, maintain and enforce patent and other intellectual property protection for our product candidates; the uncertainty that our product candidates will receive regulatory approval necessary to initiate human clinical trials; that preclinical testing of our product candidates and preliminary or interim data from preclinical studies and clinical trials may not be predictive of the results or success of ongoing or later clinical trials; that initiation and enrollment of, and anticipated timing to advance, our clinical trials may take longer than expected; that our product candidates or the delivery modalities we rely on to administer them may cause serious adverse events; that our product candidates may experience manufacturing or supply interruptions or failures; risks related to competitive products; and the other risks and uncertainties identified under the headings “Risk Factors Summary” and “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, and in any subsequent filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this press release. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by applicable law.
Contacts:
Investors:
Holly Manning
Beam Therapeutics
hmanning@beamtx.com
Media:
Dan Budwick
1AB
dan@1abmedia.com