Current Report Filing (8-k)
March 30 2020 - 7:01AM
Edgar (US Regulatory)
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): March 29, 2020
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.)
|
|
|
|
|
|
200 Technology Square
Cambridge, MA
|
|
02139
|
(Address of principal executive offices)
|
|
(Zip code)
|
(Registrants telephone number, including area code): (617)
714-6500
N/A
(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 203.425)
|
☐
|
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 (17 CFR 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 8.01. Other Events.
On March 29, 2020, Moderna, Inc. (Moderna or the Company) issued a press release that provides an update on the impact of COVID-19 on
the Companys business operations and clinical program development. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.02. Departure of Directors or Principal Officers; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
(e) On March 29, 2020, the Company entered into an Executive Retention Agreement (the Agreement) with Tal Zaks, M.D., the Companys Chief
Medical Officer (CMO), which sets forth the terms of Dr. Zaks continued services as the Companys CMO through at least September 30, 2021 (the Retention Date). The Agreement will be effective through the
Retention Date or the last date of Dr. Zaks employment, if different, as set forth therein (the Retention Period).
During the
Retention Period, Dr. Zaks base salary will continue to be as set by the Companys Chief Executive Officer and the Compensation and Talent Committee (the Committee) and subject to periodic review and adjustments at the
discretion of the Committee. During the Retention Period, Dr. Zaks will also remain eligible to participate in the Companys Amended and Restated Executive Severance Plan (the Severance Plan) subject to the terms and conditions
of the Severance Plan.
Provided that Dr. Zaks remains continuously employed by the Company through the Retention Date, or in the event that
Dr. Zaks employment is terminated by the Company without Cause (as defined in the Severance Plan) prior to the Retention Date, the Company will pay Dr. Zaks a one-time cash bonus of $1,000,000
(the Retention Bonus), subject to tax withholding under applicable law.
Upon Dr. Zaks termination of employment on or after the
Retention Date for any reason other than for Cause or in the event that the Company terminates Dr. Zaks employment without Cause prior to the Retention Date, then subject to Dr. Zaks agreement to a general release and certain
other standard terms and conditions, any options to purchase the Companys common stock granted to Dr. Zaks under the Companys equity plans, to the extent vested, exercisable and outstanding immediately prior to such termination,
will remain exercisable for two years following the date of such termination (but in no event later than the original expiration date applicable to such option).
The above summary is not complete and is qualified in its entirety by the Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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: March 30, 2020
|
|
|
|
MODERNA, INC.
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Lori Henderson
|
|
|
|
|
|
|
Lori Henderson
|
|
|
|
|
|
|
General Counsel and Secretary
|
Moderna (NASDAQ:MRNA)
Historical Stock Chart
From Aug 2024 to Sep 2024
Moderna (NASDAQ:MRNA)
Historical Stock Chart
From Sep 2023 to Sep 2024