Item 1.01 Entry into a Material Definitive Agreement.
On May 18, 2020, Moderna, Inc. (the "Company") entered into an underwriting
agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC (the
"Underwriter") to issue and sell 17,600,000 shares of common stock, par value
$0.0001 per share (the "Common Stock"), of the Company, at a public offering
price of $76.00 per share, in a public offering pursuant to a Registration
Statement on Form S-3 (File No. 333-238467) (the "Registration Statement") and
the related prospectus, filed with the Securities and Exchange Commission (the
"Offering"). In addition, the Company granted the Underwriter an option to
purchase, for a period of 30 calendar days from May 18, 2020, up to an
additional 2,640,000 shares of Common Stock. The Company estimates that the net
proceeds from the Offering will be approximately $1.3 billion, or approximately
$1.5 billion if the Underwriter exercises in full its option to purchase the
additional shares of Common Stock, after deducting underwriting discounts and
estimated offering expenses. All of the shares in the offering are being sold by
the Company. The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to the complete text of the Underwriting
Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
The Offering is expected to close on or about May 21, 2020, subject to customary
closing conditions. A copy of the legal opinion of Goodwin Procter LLP relating
to the legality of the Common Stock sold is filed as Exhibit 5.1 to this Current
Report on Form 8-K.
Item 8.01 Other Events.
On May 18, 2020, the Company issued a press release announcing the pricing of
the Offering. A copy of this press release is attached to this Current Report on
Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of May 18, 2020, by and between
Moderna, Inc. and Morgan Stanley & Co. LLC
5.1 Opinion of Goodwin Procter LLP
23.1 Consent of Goodwin Procter LLP (contained in Exhibit 5.1)
99.1 Press Release issued by Moderna, Inc. on May 18, 2020
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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