false 0001745999 0001745999 2024-12-02 2024-12-02

 

 

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): December 2, 2024

 

 

Beam Therapeutics Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-39208   81-5238376
(State or Other Jurisdiction
of Incorporation)		  

(Commission

File Number)

   (IRS Employer
Identification No.)

 

238 Main Street  
Cambridge, Massachusetts   02142
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: 857 327-8775

(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 (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 $0.01 per share   BEAM   Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

(d)

On December 2, 2024, the Board of Directors (the “Board”) of Beam Therapeutics Inc. (the “Company”), upon recommendation from the Nominating and Corporate Governance Committee of the Board, expanded the size of the Board from seven to eight members and elected Chirfi Guindo as a member of the Board and as a member of the Compensation Committee of the Board, effective as of December 2, 2024. Mr. Guindo will serve as a Class I director with a term expiring at the Company’s 2027 annual meeting of stockholders and thereafter until his successor has been duly elected and qualified or until his earlier death, resignation or removal in accordance with the Second Amended and Restated Bylaws of the Company.

There are no arrangements or understandings between Mr. Guindo and any other persons pursuant to which he was elected as a director.

Mr. Guindo will receive compensation for his service as a non-employee director in accordance with the Company’s Amended and Restated Non-Employee Director Compensation Policy dated April 1, 2024, which is described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 19, 2024.

Item 7.01 Regulation FD Disclosure.

On December 4, 2024, the Company issued a press release announcing Mr. Guindo’s appointment, 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 No

   

Description

99.1    Press Release Issued by Beam Therapeutics Inc. on December 4, 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 4, 2024     Beam Therapeutics Inc.
    By:  

/s/ John Evans

    Name:   John Evans
    Title:   Chief Executive Officer

Exhibit 99.1

 

LOGO

Beam Therapeutics Expands its Board of Directors with Appointment of Chirfi Guindo, Global Biopharma Strategy and Commercial Leader

Cambridge, Mass., December 4, 2024 – Beam Therapeutics Inc. (Nasdaq: BEAM), a biotechnology company developing precision genetic medicines through base editing, today announced the appointment of Chirfi Guindo, chief marketing officer of Human Health at Merck & Co., Inc., to its board of directors. Mr. Guindo is a seasoned executive in the pharmaceutical industry and has been a key leader at Merck for more than 25 years, where he held senior executive roles spanning global strategy, commercial operations and leadership in healthcare solutions.

“We are thrilled to welcome Chirfi to our board, bringing in yet another exceptionally talented and experienced biopharma leader to our team,” said John Evans, chief executive officer at Beam. “Chirfi’s strategic insight has been instrumental in driving innovation and expanding access to medicines, improving health outcomes for patients across both developed and emerging regions. His diverse expertise and visionary approach will be invaluable as we continue to drive toward sustainable growth and work to deliver potentially transformative one-time therapies to patients.”

“I am honored to join Beam at such a transformative moment in its journey,” said Mr. Guindo. “The company’s pioneering work in base editing has the potential to revolutionize our industry’s approach to genetic medicine, offering lifelong hope to patients facing conditions previously thought untreatable. I am eager to collaborate with the talented team at Beam to help amplify its groundbreaking science, build a leading company in genetic medicine, and help change the course of treatment for many serious diseases.”

Mr. Guindo is a global product strategy and commercial expert and currently serves as chief marketing officer, Human Health for Merck. He is responsible for leading the development and implementation of the company’s long-term strategy for its Human Health portfolio spanning oncology, vaccines, pharmaceutical and pipeline products. Prior to this role, Mr. Guindo was executive vice president and head of global product strategy and commercialization at Biogen. Before joining Biogen in 2017, Mr. Guindo began his Merck career in 1990 and spent more than 25 years in finance, sales, commercial and marketing roles of increasing responsibility in the U.S. and globally. He led global marketing for Merck’s HIV portfolio and also led Merck’s Human Health businesses in Canada, the Netherlands and South Africa. Guindo has been recognized for developing strong talent, forging innovative public-private partnerships and elevating the profile of Merck as a patient-focused company. Mr. Guindo is a graduate of Ecole Centrale de Paris with a degree in Engineering and earned a Master of Business Administration from New York University’s Stern School of Management.

LOGO

 

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 that includes a suite of gene editing and delivery technologies and is in the process of building 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 contributions Mr. Guindo may make in his role with the company; the therapeutic applications and potential of our technology; 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; the uncertainty that our product candidates will receive regulatory approval necessary to initiate human clinical studies; 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 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

v3.24.3
Document and Entity Information
Dec. 02, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001745999
Document Type 8-K
Document Period End Date Dec. 02, 2024
Entity Registrant Name Beam Therapeutics Inc.
Entity Incorporation State Country Code DE
Entity File Number 001-39208
Entity Tax Identification Number 81-5238376
Entity Address, Address Line One 238 Main Street
Entity Address, City or Town Cambridge
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02142
City Area Code 857
Local Phone Number 327-8775
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01 per share
Trading Symbol BEAM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Beam Therapeutics (NASDAQ:BEAM)
Historical Stock Chart
From Dec 2024 to Jan 2025 Click Here for more Beam Therapeutics Charts.
Beam Therapeutics (NASDAQ:BEAM)
Historical Stock Chart
From Jan 2024 to Jan 2025 Click Here for more Beam Therapeutics Charts.