Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2024

MODERNA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38753

81-3467528

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)


325 Binney Street
Cambridge, MA						02142
(Address of principal executive offices)						(Zip code)

Registrant’s telephone number, including area code: (617) 714-6500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

MRNA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On July 19, 2024, Robert Langer and Stephen Berenson each notified Moderna, Inc. (the “Company”) of his resignation from the Board of Directors of the Company (the “Board”), including all committees on which he serves, effective August 5, 2024. Neither of their decisions to resign was the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Beginning August 5, 2024, Dr. Langer and Mr. Berenson will each provide consulting services to the Company, during which periods their outstanding equity awards will continue to vest; no other compensation is contemplated by the agreements other than reimbursement of reasonable, documented expenses. Under these agreements, each of Dr. Langer and Mr. Berenson has agreed to provide consulting services to the Company through November 1, 2026.

(d) On July 19, 2024, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed David M. Rubenstein to the Board, effective August 5, 2024. Mr. Rubenstein is Co-Founder and Co-Chairman of the Board of Directors of The Carlyle Group Inc. Simultaneously with Mr. Rubenstein’s appointment, and Dr. Langer’s and Mr. Berenson’s resignations, the size of the Board will be fixed at eight directors. Mr. Rubenstein will serve as a Class III director of the Company, to hold office until the 2027 annual meeting of shareholders or until his earlier death, resignation or removal. Mr. Rubenstein was also appointed to serve on the Audit Committee of the Board to replace Mr. Berenson.

Pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Policy (the “Policy”), Mr. Rubenstein will be eligible to receive the non-employee director compensation as described beginning on page 26 of the Company’s proxy statement for the 2024 Annual Meeting filed with the U.S. Securities and Exchange Commission on March 21, 2024 (the “Proxy Statement”). Mr. Rubenstein will receive an Initial Grant and a pro-rata portion of an Annual Grant, each as defined in the Proxy Statement.

Mr. Rubenstein is expected to enter into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed on November 9, 2018. There are no arrangements or understandings between Mr. Rubenstein and any other person pursuant to which Mr. Rubenstein was appointed as a member of the Board. There are no family relationships between Mr. Rubenstein, on the one hand, and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer, on the other. There are no transactions or relationships between the Company and Mr. Rubenstein that are reportable pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On July 23, 2024, the Company issued a press release announcing the appointment of Mr. Rubenstein to the Board and the retirements of Dr. Langer and Mr. Berenson. A copy of this press release is furnished as Exhibit 99.1 to this Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for 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 it be deemed incorporated by reference in 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
No.						Description
99.1						Press release issued by Moderna, Inc. dated July 23, 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: July 23, 2024		MODERNA, INC.

	By:	/s/ Shannon Thyme Klinger
		Shannon Thyme Klinger
		Chief Legal Officer

Exhibit 99.1

David Rubenstein Joins Moderna’s Board of Directors

Co-Founder and Co-Chairman of The Carlyle Group brings multi-industry investor experience and global policy expertise, replacing retiring director Stephen Berenson

Co-founder and director Robert Langer also to retire from the Moderna Board; recruitment efforts ongoing for his replacement

CAMBRIDGE, Massachusetts / July 23, 2024 / Moderna, Inc. (NASDAQ:MRNA) today announced that David M. Rubenstein, Co-Founder and Co-Chairman of The Carlyle Group, will join Moderna’s Board of Directors, effective August 5, 2024. Upon Mr. Rubenstein’s appointment, directors Robert Langer and Stephen Berenson will also retire from the Board. Mr. Rubenstein will replace Mr. Berenson on the Audit Committee of the Board. Both Dr. Langer and Mr. Berenson have agreed to continue providing advisory services to the Company on key matters following their Board retirement.

“As Moderna reaches its next stage of development as a commercial company with global reach, we are honored to welcome David Rubenstein to the Board,” said Noubar Afeyan, Co-Founder and Chairman of Moderna and Chief Executive Officer of Flagship Pioneering. “David brings an incredibly rich depth of experience investing in and growing businesses across a host of industries as the Co-Founder, Co-Chairman, and former Co-CEO of The Carlyle Group. As the Chairman of the Council on Foreign Relations and Chairman of the Economic Club of Washington, D.C., David is also one of the most respected voices globally on issues related to policy and international affairs, and we welcome his insight as we execute on our global growth strategy.”

“I am honored to join the Board of Directors at Moderna, a company at the forefront of medical innovation and biotechnology,” said David M. Rubenstein. “Moderna's commitment to groundbreaking research and its role in addressing global health challenges align deeply with my passion for advancing scientific progress and improving lives. I look forward to contributing to the continued success and transformative impact of this remarkable organization.”

“As we pursue our mission of delivering the greatest impact to people through mRNA medicines, David is the ideal partner to help guide our growth as we scale efficiently, while also reaching new markets and geographies,” said Stéphane Bancel, Chief Executive Officer of Moderna. “We are privileged to have David join the Moderna Board, and we look forward working together.”

Dr. Afeyan continued, “I also want to thank Bob Langer and Stephen Berenson for their many years of dedicated service to the Moderna Board. As one of Moderna’s co-founders, Bob is one of the visionaries responsible for making mRNA medicines a reality, and his insights have enabled the company to positively impact hundreds of millions of lives. Stephen joined the Board before Moderna’s initial public offering and has been instrumental in guiding our growth over the last several years into a commercial company, particularly through his service as Chair of the Compensation and Talent Committee and a member of the Audit Committee. We will miss both of them and wish them well.”

“After many years of service as a co-founder and member of Moderna’s Board of Directors, I have decided that now is the right time for me to step down,” said Robert Langer, Sc.D. “It has been an honor to contribute to the groundbreaking work and incredible progress the company has achieved.”

“When I joined Moderna’s Board of Directors seven years ago, I believed Moderna had the potential to become one of the most impactful and valuable pharmaceutical companies ever created,” said Stephen Berenson. “Seven years later, the company is well on its way to achieving those audacious goals, and I’m immensely proud and honored to have been of service to the company and its shareholders during that time.”

Moderna’s Nominating and Corporate Governance Committee anticipates continuing to focus director recruitment efforts on individuals with scientific and innovation experience following Dr. Langer’s departure.

Mr. Rubenstein is Co-Founder and Co-Chairman of The Carlyle Group, and previously served as the firm’s Co-Chief Executive Officer. Mr. Rubenstein is also the Chairman, Chief Executive Officer, and principal owner of the Baltimore Orioles of Major League Baseball. Prior to forming Carlyle in 1987, Mr. Rubenstein practiced law in Washington, D.C. with Shaw, Pittman, Potts & Trowbridge LLP (now Pillsbury Winthrop Shaw Pittman LLP). From 1977 to 1981, Mr. Rubenstein was Deputy Assistant to the President for Domestic Policy. From 1975 to 1976, he served as Chief Counsel to the U.S. Senate Judiciary Committee’s Subcommittee on Constitutional Amendments. Mr. Rubenstein is Chairman of the Boards of the Council on Foreign Relations, the National Gallery of Art, the Economic Club of Washington, D.C., the John F. Kennedy Center for the Performing Arts, and the University of Chicago and serves on the Boards of Memorial Sloan-Kettering Cancer Center, Johns Hopkins Medicine, the Institute for Advanced Study, the National Constitution Center, the Brookings Institution, the Lincoln Center for the Performing Arts, the American Academy of Arts and Sciences, and the World Economic Forum.

Mr. Rubenstein is a magna cum laude graduate of Duke University, where he was elected Phi Beta Kappa. Following Duke, Mr. Rubenstein graduated from the University of Chicago Law School, where he was an editor of the Law Review.

About Moderna

Moderna is a leader in the creation of the field of mRNA medicine. Through the advancement of mRNA technology, Moderna is reimagining how medicines are made and transforming how we treat and prevent disease for everyone. By working at the intersection of science, technology and health for more than a decade, the company has developed medicines at unprecedented speed and efficiency, including one of the earliest and most effective COVID-19 vaccines.

Moderna's mRNA platform has enabled the development of therapeutics and vaccines for infectious diseases, immuno-oncology, rare diseases and autoimmune diseases. With a unique culture and a global team driven by the Moderna values and mindsets to responsibly change the future of human health, Moderna strives to deliver the greatest possible impact to people through mRNA medicines. For more information about Moderna, please visit modernatx.com and connect with us on X (formerly Twitter), Facebook, Instagram, YouTube and LinkedIn.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the composition of Moderna’s Board of Directors, and Moderna’s future development. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond Moderna's control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These risks, uncertainties, and other factors include, among others, those risks and uncertainties described under the heading "Risk Factors" in Moderna's Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and in subsequent filings made by Moderna with the U.S. Securities and Exchange Commission, which are available on the SEC's website at www.sec.gov. Except as required by law, Moderna disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release in the event of new information, future developments or otherwise. These forward-looking statements are based on Moderna's current expectations and speak only as of the date of this press release.

###

Moderna Contacts

Media:
Chris Ridley
Head, Global Media Relations

+1 617-800-3651
Chris.Ridley@modernatx.com

Investors:
Lavina Talukdar
Senior Vice President & Head of Investor Relations
+1 617-209-5834
Lavina.Talukdar@modernatx.com

SOURCE: Moderna, Inc.

Cover	Jul. 19, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 19, 2024
Entity Registrant Name	MODERNA, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38753
Entity Tax Identification Number	81-3467528
Entity Address, Address Line One	325 Binney Street
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02142
City Area Code	617
Local Phone Number	714-6500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	MRNA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001682852
Amendment Flag	false