If our quarterly or annual results fall below the expectations of
investors or securities analysts, the price of our common stock
could decline substantially. Furthermore, any quarterly or annual
fluctuations in our results may, in turn, cause the price of our
stock to fluctuate substantially. We believe that period-to-period
comparisons of our results are not necessarily meaningful and
should not be relied upon as an indication of our future
performance.
In addition, public statements by us, government agencies, the
media or others relating to the coronavirus outbreak (including
regarding efforts to develop a coronavirus vaccine) have in the
past resulted, and may in the future result, in significant
fluctuations in our stock price. Given the global focus on the
coronavirus outbreak, any information in the public arena on this
topic, whether or not accurate, could have an outsized impact
(either positive or negative) on our stock price. Information
related to our development, manufacturing and distribution efforts
with respect to mRNA-1273, or information regarding such efforts by
competitors with respect to their potential vaccines, may also
impact our stock price.
Our stock price is likely to continue to be volatile and subject to
significant price and volume fluctuations in response to market and
other factors, including the other factors discussed in our filings
incorporated by reference herein or in future periodic reports;
variations in our quarterly operating results from our expectations
or those of securities analysts or investors; downward revisions in
securities analysts’ estimates; and announcement by us or our
competitors of significant acquisitions, strategic partnerships,
joint ventures or capital commitments.
In the past, following periods of volatility in the market price of
a company’s securities, securities class-action litigation often
has been instituted against that company. Such litigation, if
instituted against us, could cause us to incur substantial costs to
defend such claims and divert management’s attention and resources,
which could seriously harm our business, financial condition and
results of operations and prospects.
We have broad discretion in the use of our cash, cash
equivalents, and investments, including the net proceeds from this
offering, and may not use them effectively.
Our management will have broad discretion in the application of our
cash, cash equivalents, and investments, including the net proceeds
from this offering, and could spend the proceeds in ways that do
not improve our results of operations or enhance the value of our
common stock. Furthermore, our operating expenses have
significantly increased due to development and manufacturing
activities for our mRNA-1273 program, and we may not deploy our
expanded capital base effectively. The failure by our management to
apply these funds effectively could result in financial losses that
could have a material adverse impact on our business, cause the
price of our common stock to decline, and delay the development of
our investigational medicines. Pending their use, we may invest our
cash, cash equivalents, and investments, including the net proceeds
from this offering, in a manner that does not produce income or
that loses value. See the section titled “Use of Proceeds”
appearing elsewhere in this prospectus.
If you purchase our common stock in this offering, you will
incur immediate and substantial dilution in the book value of your
shares.
If you purchase common stock in this offering, you will incur
immediate and substantial dilution of $68.41 per share after giving
effect to the sale by us of 17,600,000 shares of common stock
offered in this offering at the public offering price of $76.00 per
share, and after deducting underwriting discounts and commissions
for shares sold in the public offering and estimated offering
expenses payable by us. The exercise of outstanding stock options
and warrants may result in further dilution of your investment. See
the section titled “Dilution” appearing elsewhere in this
prospectus for a more detailed description of the dilution to new
investors in the offering.
Sales of a substantial number of shares of our common stock
by our existing stockholders in the public market could cause our
stock price to fall.
Sales of a substantial number of shares of our common stock in the
public market could occur at any time, subject to certain
restrictions described below. These sales, or the perception in the
market that holders of a large
11