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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Moderna Inc | NASDAQ:MRNA | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-0.23 | -0.18% | 125.36 | 125.00 | 125.48 | 126.3843 | 122.01 | 125.06 | 4,513,134 | 01:00:00 |
FORM 10-K/A
(Amendment No. 1)
|
Delaware
|
|
81-3467528
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(IRS Employer Identification No.)
|
|
|
|
200 Technology Square
Cambridge, Massachusetts
|
|
02139
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common stock, par value $0.0001 per share
|
|
The Nasdaq Stock Market LLC
|
Large accelerated filer
o
|
|
Accelerated filer
o
|
|
Non-accelerated filer
x
|
|
Smaller reporting company
o
|
|
|
|
|
|
|
Emerging growth company
x
|
|
|
Page
|
Explanatory Note
|
||
PART III
.
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
|
Item 11.
|
Executive Compensation
|
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
|
Item 14.
|
Principal Accountant Fees and Services
|
|
PART IV
.
|
|
|
Item 15.
|
Exhibits, Financial Statement Schedules
|
|
Signatures
|
|
|
Name
|
|
Age
|
|
Position
|
|
Executives:
|
|
|
|
|
|
Stéphane Bancel
(1)
|
|
46
|
|
|
Chief Executive Officer and Director
|
Juan Andres
(1)
|
|
54
|
|
|
Chief Technical Operations and Quality Officer
|
Marcello Damiani
|
|
49
|
|
|
Chief Digital and Operational Excellence Officer
|
Annie Seibold Drapeau
|
|
52
|
|
|
Chief Human Resources Officer
|
Lori Henderson, J.D.
(1)
|
|
57
|
|
|
General Counsel and Corporate Secretary
|
Stephen Hoge, M.D.
(1)
|
|
43
|
|
|
President
|
Lorence Kim, M.D.
(1)
|
|
45
|
|
|
Chief Financial Officer
|
Megan Pace
|
|
46
|
|
|
Chief Corporate Affairs Officer
|
Tal Zaks, M.D., Ph.D.
(1)
|
|
53
|
|
|
Chief Medical Officer
|
Non-Executive Directors:
|
|
|
|
|
|
Noubar B. Afeyan, Ph.D.
(4)(5)
|
|
56
|
|
|
Chairman, Director
|
Stephen Berenson
(2)(3)
|
|
58
|
|
|
Director
|
Peter Barton Hutt, LL.M.
(5)
|
|
84
|
|
|
Director
|
Robert Langer, Sc.D.
(4)
|
|
70
|
|
|
Director
|
Elizabeth Nabel, M.D.
(4)(5)
|
|
67
|
|
|
Director
|
Israel Ruiz
(2)(3)
|
|
47
|
|
|
Director
|
Paul Sagan
(2)(3)
|
|
60
|
|
|
Director
|
Moncef Slaoui, Ph.D.
(5)
|
|
59
|
|
|
Director
|
(1)
|
Executive officer
|
(2)
|
Member of the audit committee
|
(3)
|
Member of the compensation and talent committee
|
(4)
|
Member of the nominating and corporate governance committee
|
(5)
|
Member of the product development committee
|
•
|
Our Class I directors are Noubar B. Afeyan, Stéphane Bancel, and Peter Barton Hutt;
|
•
|
Our Class II directors are Stephen Berenson, Israel Ruiz, and Paul Sagan; and
|
•
|
Our Class III directors are Robert Langer, Elizabeth Nabel, and Moncef Slaoui.
|
|
|
Audit
|
|
Compensation &
Talent
|
|
Nominating &
Corporate
Governance
|
|
Product
Development
|
Noubar B. Afeyan, Ph.D.
|
|
|
|
|
|
Chair
|
|
Member
|
Stephen Berenson
|
|
Member
|
|
Chair
|
|
|
|
|
Peter Barton Hutt, LL.M.
|
|
|
|
|
|
|
|
Member
|
Robert Langer, Sc.D.
|
|
|
|
|
|
Member
|
|
|
Elizabeth Nabel, M.D.
|
|
|
|
|
|
Member
|
|
Member
|
Israel Ruiz
|
|
Chair
|
|
Member
|
|
|
|
|
Paul Sagan
|
|
Member
|
|
Member
|
|
|
|
|
Moncef Slaoui, Ph.D.
|
|
|
|
|
|
|
|
Chair
|
•
|
appointing, approving the compensation of, and assessing the independence of our independent registered public accounting firm;
|
•
|
pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;
|
•
|
reviewing the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing our financial statements;
|
•
|
reviewing and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;
|
•
|
coordinating the oversight and reviewing the adequacy of our internal control over financial reporting;
|
•
|
establishing policies and procedures for the receipt and retention of accounting-related complaints and concerns;
|
•
|
recommending, based upon the audit committee’s review and discussions with management and our independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;
|
•
|
monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;
|
•
|
preparing the audit committee report required by SEC rules to be included in our annual proxy statement;
|
•
|
reviewing all related person transactions for potential conflict of interest situations and approving all such transactions; and
|
•
|
reviewing quarterly earnings releases.
|
•
|
annually reviewing and recommending to the board of directors the corporate goals and objectives relevant to the compensation of our Chief Executive Officer;
|
•
|
evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and based on such evaluation: (i) recommending to the board of directors the cash compensation of our Chief Executive Officer, and (ii) reviewing and approving grants and awards to our Chief Executive Officer under equity-based plans;
|
•
|
reviewing and recommending to the board of directors the cash compensation of our other executive officers;
|
•
|
reviewing and establishing our overall management compensation, philosophy, and policy;
|
•
|
overseeing and administering our compensation and similar plans;
|
•
|
reviewing and approving the retention or termination of any consulting firm or outside advisor to assist in the evaluation of compensation matters and evaluating and assessing potential and current compensation advisors in accordance with the independence standards identified in the applicable Nasdaq rules;
|
•
|
retaining and approving the compensation of any compensation advisors;
|
•
|
reviewing and approving our policies and procedures for the grant of equity-based awards;
|
•
|
reviewing and recommending to the board of directors the compensation of our directors; and
|
•
|
preparing the compensation committee report required by SEC rules, if and when required, to be included in our annual proxy statement.
|
•
|
developing and recommending to the board of directors criteria for board and committee membership;
|
•
|
establishing procedures for identifying and evaluating board of director candidates, including nominees recommended by stockholders;
|
•
|
reviewing the composition of the board of directors to ensure that it is composed of members containing the appropriate skills and expertise to advise us;
|
•
|
identifying individuals qualified to become members of the board of directors;
|
•
|
recommending to the board of directors the persons to be nominated for election as directors and to each of the board’s committees;
|
•
|
reviewing and recommending to the board of directors appropriate corporate governance guidelines; and
|
•
|
overseeing the evaluation of our board of directors.
|
•
|
assessing our product development strategy;
|
•
|
reviewing product development plans for our pipeline; and
|
•
|
evaluating recommendations made by management related to the further preclinical and clinical development of our programs.
|
•
|
Mr. Stéphane Bancel, our Chief Executive Officer;
|
•
|
Dr. John Mendlein, our former President, Corporate and Product Strategy; and
|
•
|
Dr. Lorence Kim, our Chief Financial Officer.
|
Name and Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)
(1)
|
|
Stock
Awards
($)
(2)
|
|
Option
Awards
($)
(3)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
|
||||||||||||
Stéphane Bancel
|
|
2018
|
|
$
|
863,077
|
|
|
$
|
1,800,000
|
|
|
—
|
|
|
$
|
55,935,768
|
|
(4)
|
$
|
9,639
|
|
(5)
|
$
|
58,608,484
|
|
|
|
Chief Executive Officer
|
|
2017
|
|
$
|
650,769
|
|
|
$
|
1,500,000
|
|
|
—
|
|
|
$
|
4,648,000
|
|
|
$
|
10,420
|
|
|
$
|
6,809,189
|
|
|
|
John Mendlein, Ph.D., J.D.
(6)
|
|
2018
|
|
$
|
500,000
|
|
|
$
|
400,000
|
|
|
—
|
|
|
$
|
25,254,584
|
|
|
$
|
8,533
|
|
(7)
|
$
|
26,163,117
|
|
|
|
Former President, Corporate and Product Strategy
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Lorence Kim, M.D.
|
|
2018
|
|
$
|
542,769
|
|
|
$
|
450,450
|
|
|
—
|
|
|
$
|
7,816,512
|
|
|
$
|
228,386
|
|
(8)
|
$
|
9,038,117
|
|
|
|
Chief Financial Officer
|
|
2017
|
|
$
|
521,154
|
|
|
$
|
1,000,000
|
|
|
$
|
5,470,000
|
|
|
$
|
2,158,000
|
|
|
$
|
166,633
|
|
|
$
|
9,315,787
|
|
|
(1)
|
The amounts reported represent annual discretionary bonuses earned by our named executive officers for services performed during
2018
and 2017, as applicable, based on the achievement of Company and individual performance objectives. For Dr. Mendlein, the amount reported for 2018 also represents a $150,000 signing bonus received in connection with his commencement of employment with us on January 2, 2018.
|
(2)
|
The amount reported represents the aggregate grant date fair value of the restricted stock units awarded to Dr. Kim during 2017, calculated in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Such grant date fair value does not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the restricted stock units reported in this column are set forth in Note 10 to our Consolidated Financial Statements for the year ended
December 31, 2018
included in our Original Form 10-K. The amount reported in this column reflects the accounting cost for these restricted stock units and does not correspond to the actual economic value that may be received by Dr. Kim upon the vesting/settlement of the restricted stock units or any sale of the underlying shares of common stock.
|
(3)
|
The amounts reported represent the aggregate grant date fair value of the stock options awarded to the named executive officers during
2018
and 2017, as applicable, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 10 to our Consolidated Financial Statements for the year ended
December 31, 2018
included in our Original Form 10-K. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the named executive officers upon the exercise of the stock options or any sale of the underlying shares of common stock.
|
(4)
|
The amount reported represents the aggregate grant date fair value of two stock option awards granted to Mr. Bancel in
2018
. The first stock option award was granted to Mr. Bancel on February 28, 2018, as part of the annual year end compensation process, and has an aggregate grant date fair value of $7,816,512. The second stock option award, which was contingent on, and effective immediately following, the time that our Registration Statement for our initial public offering was declared effective by the SEC, was granted to Mr. Bancel on December 6, 2018 and has an aggregate grant date fair value of $48,119,256. Our board of directors elected to make this second option grant to recognize Mr. Bancel’s continuing leadership of the Company in its mission to create a new category of transformative medicines based on mRNA. The board of directors set the exercise price for this second option grant at the price of the shares sold to the public in our initial public offering, which was $23.00 per share, to further align on a going-forward basis the economic interests of our Chief Executive Officer and our stockholders, including those who purchased shares in our initial public offering. This second option grant is described more fully in this Executive Compensation section on page 15 under the heading “Narrative to Summary Compensation Table—Executive employment arrangements—Agreements with our named executive officers—Stéphane Bancel.”
|
(5)
|
The amount reported represents $8,250 for matching contributions made by the Company under its 401(k) plan, $780 for parking reimbursements, $200 for gift cards, and $409 for tax-gross ups paid by the Company for parking reimbursements and gift card amounts.
|
(6)
|
Dr. Mendlein was not a named executive officer for the year ended December 31, 2017.
|
(7)
|
The amount reported represents $8,250 for matching contributions made by the Company under its 401(k) plan, $200 for gift cards, and $83 for tax-gross ups paid by the Company for gift card amounts.
|
(8)
|
The amount reported represents $121,186 for commuting expense reimbursements, $8,250 for matching contributions made by the Company under its 401(k) plan, $780 for parking reimbursements, $200 for gift cards, and $97,970 for tax-gross ups paid by the Company for parking and commuting reimbursements and gift card amounts.
|
|
|
|
|
|
|
Option Awards
(1)
|
|
Stock Awards
(1)
|
||||||||||||||||||
Name
|
|
Grant
Date (2)
|
|
Vesting
Commencement
Date
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
|
|
Market Value
of Shares or
Units of Stock
That Have Not
Vested ($) (3)
|
|||||||
Stéphane Bancel
|
8/19/2013
|
|
4/25/2013
|
|
4,587,155
|
|
(4)
|
|
—
|
|
|
|
$
|
0.99
|
|
|
8/19/2023
|
|
|
|
|
|
||||
|
|
2/23/2016
|
|
2/23/2016
|
|
473,046
|
|
(5)
|
|
215,027
|
|
(5)
|
|
$
|
10.90
|
|
|
2/23/2026
|
|
|
|
|
|
|||
|
|
8/10/2016
|
|
4/24/2014
|
|
558,394
|
|
(4)
|
|
—
|
|
|
|
$
|
19.15
|
|
|
8/10/2026
|
|
|
|
|
|
|||
|
|
8/10/2016
|
|
4/9/2015
|
|
169,150
|
|
(5)
|
|
24,170
|
|
(5)
|
|
$
|
19.15
|
|
|
8/10/2026
|
|
|
|
|
|
|||
|
|
4/9/2015
|
|
4/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
10,239
|
|
(5)
|
|
$
|
156,350
|
|
||||
|
|
2/23/2017
|
|
2/22/2017
|
|
280,961
|
|
(5)
|
|
361,240
|
|
(5)
|
|
$
|
12.21
|
|
|
2/23/2027
|
|
|
|
|
|
|||
|
|
2/28/2018
|
|
2/28/2018
|
|
—
|
|
|
|
917,431
|
|
(6)
|
|
$
|
14.22
|
|
|
2/28/2028
|
|
|
|
|
|
|||
|
|
12/6/2018
|
|
6/13/2018
|
|
—
|
|
|
|
4,587,155
|
|
(7)
|
|
$
|
23.00
|
|
|
12/6/2028
|
|
|
|
|
|
|||
John Mendlein
|
|
2/23/2016
|
|
2/23/2016
|
|
23,853
|
|
(4)
|
|
—
|
|
|
|
$
|
10.90
|
|
|
2/23/2026
|
|
|
|
|
|
|||
|
|
8/10/2016
|
|
4/9/2015
|
|
9,263
|
|
(4)
|
|
—
|
|
|
|
$
|
19.15
|
|
|
8/10/2026
|
|
|
|
|
|
|||
|
|
2/23/2017
|
|
2/22/2017
|
|
42,201
|
|
(4)
|
|
—
|
|
|
|
$
|
12.21
|
|
|
2/23/2027
|
|
|
|
|
|
|||
|
|
2/28/2018
|
|
1/2/2018
|
|
—
|
|
|
|
2,981,651
|
|
(8)
|
|
$
|
14.22
|
|
|
2/28/2028
|
|
|
|
|
|
|||
Lorence Kim
|
|
2/23/2016
|
|
2/23/2016
|
|
157,677
|
|
(5)
|
|
71,680
|
|
(5)
|
|
$
|
10.90
|
|
|
2/23/2026
|
|
|
|
|
|
|||
|
|
8/10/2016
|
|
4/21/2014
|
|
268,028
|
|
(4)
|
|
—
|
|
|
|
$
|
19.15
|
|
|
8/10/2026
|
|
|
|
|
|
|||
|
|
8/10/2016
|
|
4/9/2015
|
|
84,575
|
|
(5)
|
|
12,084
|
|
(5)
|
|
$
|
19.15
|
|
|
8/10/2026
|
|
|
|
|
|
|||
|
|
4/9/2015
|
|
4/9/2015
|
|
|
|
|
|
|
|
|
|
|
|
5,120
|
|
(5)
|
|
$
|
78,182
|
|
||||
|
|
8/10/2016
|
|
11/18/2015
|
|
483,300
|
|
(5)
|
|
161,102
|
|
(5)
|
|
$
|
19.15
|
|
|
8/10/2026
|
|
|
|
|
|
|||
|
|
12/11/2015
|
|
11/18/2015
|
|
|
|
|
|
|
|
|
|
|
|
68,257
|
|
(5)
|
|
$
|
1,042,284
|
|
||||
|
|
2/23/2017
|
|
2/22/2017
|
|
130,446
|
|
(5)
|
|
167,719
|
|
(5)
|
|
$
|
12.21
|
|
|
2/23/2027
|
|
|
|
|
|
|||
|
|
6/14/2017
|
|
11/18/2015
|
|
|
|
|
|
|
|
|
|
|
|
57,344
|
|
(9)
|
|
$
|
875,643
|
|
||||
|
|
2/28/2018
|
|
2/27/2018
|
|
—
|
|
|
|
917,431
|
|
(6)
|
|
$
|
14.22
|
|
|
2/28/2028
|
|
|
|
|
|
(1)
|
Except for the option award granted to Mr. Bancel on December 6, 2018, each equity award is subject to the terms of our 2016 Stock Option and Grant Plan, as amended from time to time (the “2016 Stock Plan”). The option award granted to Mr. Bancel on December 6, 2018 is subject to the terms of our 2018 Stock Plan. Except for Dr. Mendlein’s equity awards, each equity award is also subject to the acceleration of vesting provisions in the Amended and Restated Executive Severance Plan.
|
(2)
|
For equity awards granted prior to our reorganization, pursuant to which Moderna LLC became a wholly-owned subsidiary of Moderna, Inc. (f/k/a Moderna Therapeutics, Inc.) on August 10, 2016, the grant date listed is the original grant date of the equity award (i.e., the grant date of unit options or incentive units as applicable in Moderna LLC).
|
(3)
|
The amount represents the number of shares of restricted stock or unvested restricted stock units multiplied by the market value of a share of our common stock based on the closing price on
December 31, 2018
, which was $15.27. Unless otherwise specified, all stock awards listed in the table are restricted stock awards.
|
(4)
|
The shares subject to the option are fully vested.
|
(5)
|
25% of the shares subject to the equity award vest on the first anniversary of the vesting commencement date and the remaining 75% vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date.
|
(6)
|
This option grant vests in three tranches. The first tranche, consisting of 50% of the underlying shares, will vest as follows: 25% of this tranche will vest on the first anniversary of the vesting commencement date, and the remainder will vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date. The second tranche, consisting of 25% of the underlying shares, will vest as follows: 25% of this tranche will vest on the second anniversary of the vesting commencement date, and the remainder will vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date. The third tranche, consisting of 25% of the underlying shares, will vest as follows: 25% of this tranche will vest on the third anniversary of the vesting commencement date, and the remainder will vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date.
|
(7)
|
This option grant vests in two tranches. The first tranche, consisting of 50% of the underlying shares, will vest on June 13, 2023, subject to the named executive officer’s continuous employment with the Company through the vesting date. The second tranche, consisting of 50% of the underlying shares, will vest as follows: 25% of this tranche will vest on June 13, 2020, and the remainder will vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer’s continuous employment with the Company through each applicable vesting date.
|
(8)
|
As of
December 31, 2018
, this option grant was scheduled to vest in three tranches. The first tranche, consisting of 62% of the underlying shares, was scheduled to vest as follows: 25% of this tranche was scheduled to vest on January 2, 2019, and the remainder was scheduled to vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date. The second tranche, consisting of 23% of the underlying shares, was scheduled to vest as follows: 25% of this tranche was scheduled to vest on January 2, 2020, and the remainder was scheduled to vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date. The third tranche, consisting of 15% of the underlying shares, was scheduled to vest as follows: 25% of this tranche was scheduled to vest on January 2, 2021, and the remainder was scheduled to vest in 12 equal quarterly installments thereafter, generally subject to the named executive officer’s continuous service relationship with the Company through each applicable vesting date.
The vesting schedule for this option grant was revised pursuant to the Transition Agreement, which is described more fully in this Executive Compensation section under the heading “Narrative to Summary Compensation Table—Executive employment arrangements—Agreements with our named executive officers— John Mendlein, Ph.D.”
|
(9)
|
Represents time-vesting restricted stock units that vest in equal quarterly installments through November 18, 2019, which excludes 401,371 restricted stock units that vested upon the consummation of our initial public offering on December 11, 2018 and will be settled on December 6, 2019.
|
Annual Retainer for service on the board of directors
|
$
|
50,000
|
|
Additional Annual Retainer for Non-Executive Chairman of the board of directors
|
$
|
40,000
|
|
Additional Annual Retainer for service as Chairperson of the Audit Committee
|
$
|
20,000
|
|
Additional Annual Retainer for service as member of the Audit Committee (other than Chairperson)
|
$
|
10,000
|
|
Additional Annual Retainer for service as Chairperson of the Compensation & Talent Committee
|
$
|
15,000
|
|
Additional Annual Retainer for service as member of the Compensation & Talent Committee (other than Chairperson)
|
$
|
7,500
|
|
Additional Annual Retainer for service as Chairperson of the Nominating and Corporate Governance Committee
|
$
|
10,000
|
|
Additional Annual Retainer for service as member of the Nominating and Corporate Governance Committee (other than Chairperson)
|
$
|
5,000
|
|
Additional Annual Retainer for service as Chairperson of the Product Development Committee
|
$
|
15,000
|
|
Additional Annual Retainer for service as member of the Product Development Committee (other than Chairperson)
|
$
|
7,500
|
|
Annual Retainer for service on the board of directors
|
$
|
50,000
|
|
Additional Annual Retainer for Non-Executive Chairman of the board of directors
|
$
|
25,000
|
|
Additional Annual Retainer for Committee Membership (other than Chair)
|
$
|
5,000
|
|
Additional Annual Retainer for Committee Membership (Chair)
|
$
|
10,000
|
|
Name
|
|
Fees Earned or Paid in Cash
($)
|
|
Option
Awards
($)
(1)
|
|
|
All Other
Compensation
($)
|
|
|
Total
($)
|
|||||||
Noubar B. Afeyan, Ph.D.
(2)
|
|
$
|
101,271
|
|
|
$
|
328,482
|
|
|
|
—
|
|
|
|
$
|
429,753
|
|
Stephen Berenson
(3)
|
|
$
|
75,000
|
|
|
$
|
328,482
|
|
|
|
—
|
|
|
|
$
|
403,482
|
|
Peter Barton Hutt, LL.M.
(4)
|
|
$
|
58,654
|
|
|
$
|
328,482
|
|
|
|
—
|
|
|
|
$
|
387,136
|
|
Robert Langer, Sc.D.
(5)
|
|
$
|
59,547
|
|
|
$
|
328,482
|
|
|
|
20,000
|
|
(6)
|
|
$
|
408,029
|
|
Elizabeth Nabel, M.D.
(7)
|
|
$
|
60,268
|
|
|
$
|
328,482
|
|
|
|
—
|
|
|
|
$
|
388,750
|
|
Israel Ruiz
(8)
|
|
$
|
77,500
|
|
|
$
|
328,482
|
|
|
|
—
|
|
|
|
$
|
405,982
|
|
Paul Sagan
(9)
|
|
$
|
37,088
|
|
|
$
|
328,993
|
|
|
|
—
|
|
|
|
$
|
366,081
|
|
Moncef Slaoui, Ph.D.
(10)
|
|
$
|
58,242
|
|
|
$
|
328,482
|
|
|
|
—
|
|
|
|
$
|
386,724
|
|
(1)
|
The amounts reported represent the aggregate grant date fair value of the stock options awarded to the non-employee directors in the year ended
December 31, 2018
, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 10 to our Consolidated Financial Statements for the year ended
December 31, 2018
included in our Original Form 10-K. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by the non-employee directors upon the exercise of the stock options or any sale of the underlying shares of common stock.
|
(2)
|
As of
December 31, 2018
, Dr. Afeyan held outstanding options to purchase a total of 82,508 shares of our common stock. Dr. Afeyan is affiliated with Flagship Pioneering, Inc. and prior to 2018, Flagship Pioneering, Inc. was granted equity for Dr. Afeyan’s service on our board of directors. As of
December 31, 2018
, Flagship Pioneering, Inc. held options to purchase a total of 33,116 shares of our common stock that were issued for such service. See “Security Ownership of Certain Beneficial Owners and Management” for additional information regarding Flagship Pioneering’s and its affiliated entities’ beneficial ownership of our common stock.
|
(3)
|
As of
December 31, 2018
, Mr. Berenson held options to purchase a total of 82,508 shares of our common stock.
|
(4)
|
As of
December 31, 2018
, Mr. Hutt held options to purchase a total of 918,376 shares of our common stock.
|
(5)
|
As of
December 31, 2018
, Dr. Langer held options to purchase a total of 211,076 shares of our common stock.
|
(6)
|
The amount reported represents $20,000 in consulting fees for Dr. Langer’s service as a member of our Scientific Advisory Board (the “SAB”) pursuant to a Scientific Advisory Board Member Agreement by and between the Company and Dr. Langer, dated as of September 19, 2014. Under such agreement, Dr. Langer is provided with a quarterly consulting fee of $5,000 in exchange for his attendance at SAB meetings and guidance in the field of research, development and commercialization of products involving the use of RNA agnostics and/or modified nucleic acids to alter cellular physiology.
|
(7)
|
As of
December 31, 2018
, Dr. Nabel held options to purchase a total of 114,208 shares of our common stock.
|
(8)
|
As of
December 31, 2018
, Mr. Ruiz held options to purchase a total of 82,508 shares of our common stock.
|
(9)
|
Mr. Sagan was elected to our board of directors on June 13, 2018. As of
December 31, 2018
, Mr. Sagan held options to purchase a total of 36,759 shares of our common stock.
|
(10)
|
As of
December 31, 2018
, Dr. Slaoui held options to purchase a total of 82,508 shares of our common stock.
|
•
|
each person or group of affiliated persons known by us to be the beneficial owner of more than five percent of our capital stock;
|
•
|
each of our named executive officers;
|
•
|
each of our directors; and
|
•
|
all of our executive officers and directors as a group.
|
|
|
|
Shares Beneficially
Owned
|
||||
Name and Address of Beneficial Owner
(1)
|
|
|
Number
|
|
Percentage
|
||
Named Executive Officers and Directors:
|
|
|
|
|
|
||
Stéphane Bancel,
Chief Executive Officer
(2)
|
|
|
31,264,281
|
|
|
9.5
|
%
|
John Mendlein, Ph.D., J.D.,
former President, Corporate and Product Strategy
(3)
|
|
|
1,454,865
|
|
|
*%
|
|
Lorence Kim, M.D.,
Chief Financial Officer
(4)
|
|
|
2,573,274
|
|
|
*%
|
|
Noubar B. Afeyan, Ph.D.,
Chairman
(5)
(see Flagship Pioneering and affiliated entities below)
|
|
|
58,923,003
|
|
|
17.9
|
%
|
Moncef Slaoui, Ph.D.,
Director
(6)
|
|
|
82,508
|
|
|
*%
|
|
Peter Barton Hutt, LL.M.,
Director
(7)
|
|
|
922,300
|
|
|
*%
|
|
Robert Langer, Sc.D.,
Director
(8)
|
|
|
11,720,433
|
|
|
3.6
|
%
|
Elizabeth Nabel, M.D.,
Director
(9)
|
|
|
158,552
|
|
|
*%
|
|
Israel Ruiz,
Director
(10)
|
|
|
87,067
|
|
|
*%
|
|
Stephen Berenson,
Director
(11)
|
|
|
78,936
|
|
|
*%
|
|
Paul Sagan,
Director
(12)
|
|
|
461,429
|
|
|
*%
|
|
All executive officers and directors as a group (15 persons)
(13)
|
|
|
113,569,324
|
|
|
34.5
|
%
|
Other 5% Stockholders:
|
|
|
|
|
|
||
Flagship Pioneering and affiliated entities
(5)
(see Noubar B. Afeyan, Ph.D.,
Chairman
above
)
|
|
|
58,923,003
|
|
|
17.9
|
%
|
AstraZeneca and affiliated entities
(14)
|
|
|
25,499,325
|
|
|
7.8
|
%
|
Viking Global Investors LP and affiliated entities
(15)
|
|
|
17,081,164
|
|
|
5.2
|
%
|
*
|
Represents beneficial ownership of less than one percent
|
(1)
|
Unless otherwise indicated, the address for each beneficial owner is c/o Moderna, Inc., 200 Technology Square, Cambridge, MA 02139.
|
(2)
|
The shares reported herein consist of (a)
6,720,368
shares held directly by Stéphane Bancel, (b) 7,974,603 shares held by OCHA LLC (“OCHA”), (c) 9,249,970 shares held by Boston Biotech Ventures, LLC (“BBV”), (d) 916,834 shares held by a trust for the benefit of Mr. Bancel’s family and of which the trustee is an independent institution and (e)
6,402,506
shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of
March 31, 2019
. Mr. Bancel is the controlling unit holder and sole managing member of each of OCHA and BBV. Mr. Bancel disclaims beneficial ownership of the shares held in the trust. OCHA or BBV, entities controlled by Mr. Bancel, purchased preferred shares in each of the Company's Series A, B, C, D, E, F, and G preferred financings, on the same terms and conditions applicable to other investors. The total purchase cost for these preferred shares was approximately $3.9 million. These acquired shares represented approximately 4.6% of the total common shares of the Company outstanding on an as converted basis prior to our initial public offering.
|
(3)
|
Consists of (a)
806,154
shares held by John Mendlein and (b)
648,711
shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of
March 31, 2019
.
|
(4)
|
Consists of (a)
1,147,327
shares held by Lorence Kim and (b)
1,425,947
shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of
March 31, 2019
.
|
(5)
|
Based solely on a Schedule 13G filed February 12, 2019, consists of (a) 11,460,435 shares of common stock held by Flagship VentureLabs IV, LLC (“VentureLabs IV”), (b) 3,924 shares of common stock held by Flagship Pioneering, Inc. (“Flagship Pioneering”), (c) 37,874,424 shares of common stock held by Flagship Ventures Fund IV, L.P. (“Flagship IV”), (d) 9,468,596 shares of common stock held by Flagship Ventures Fund IV-Rx, L.P. (“Flagship IV-Rx” and together with VentureLabs IV, Flagship Pioneering, and Flagship IV, the “Flagship Funds”), (e)
82,508
shares of common stock underlying stock options held by Noubar B. Afeyan, Ph.D. that are or will be immediately exercisable within 60 days of
March 31, 2019
, and (f) 33,116 shares of common stock underlying stock options held by the Flagship Funds that are or will be immediately exercisable within 60 days of
March 31, 2019
. Flagship IV is a member of VentureLabs IV and also serves as its manager. The General Partner of each of Flagship IV and Flagship IV-Rx is Flagship Ventures Fund IV General Partner LLC (“Fund IV GP”). Noubar B. Afeyan, Ph.D. and Edwin M. Kania, Jr. are the managers of Fund IV GP and each of these individuals may be deemed to share voting and investment power with respect to all shares held by the Flagship Funds. Neither Fund IV GP, Dr. Afeyan or Mr. Kania directly own any of the shares held by the Flagship Funds, and each of Fund IV GP, Dr. Afeyan and Mr. Kania disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein. The mailing address of the Flagship Funds is 55 Cambridge Parkway, Suite 800E, Cambridge, MA 02142. Dr. Noubar B. Afeyan, Ph.D. is the CEO of Flagship Pioneering (formerly Flagship Ventures Management, Inc.). Dr. Afeyan has voting and investment power over the common stock options held by Flagship Pioneering. Dr. Afeyan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
|
(6)
|
Consists of
82,508
shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of
March 31, 2019
.
|
(7)
|
Consists of (a)
3,924
shares held by Peter Barton Hutt and (b)
918,376
shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of
March 31, 2019
.
|
(8)
|
Consists of (a)
11,466,961
shares held by Robert Langer, (b) 14,132 shares held by Michael D. Langer Irrevocable Trust u/d/t dated 12/14/95, (c) 14,132 shares held by Susan K. Langer Irrevocable Trust u/d/t dated 12/14/95, (d) 14,132 shares held by Samuel A. Langer Irrevocable Trust u/d/t dated 12/14/95, and (e)
211,076
shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of
March 31, 2019
.
|
(9)
|
Consists of (a)
44,344
shares held by Elizabeth Nabel and (b)
114,208
shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of
March 31, 2019
.
|
(10)
|
Consists of (a)
4,559
shares held by Israel Ruiz and (b)
82,508
shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of
March 31, 2019
.
|
(11)
|
Consists of (a) 22,798 shares held by Stephen Berenson and Louise Barzilay, Joint Tenants with Right of Survivorship, and (b)
56,138
shares of common stock underlying outstanding stock options held by Mr. Berenson that are or will be immediately exercisable within 60 days of
March 31, 2019
.
|
(12)
|
Consists of (a) 367,776 shares held by Paul Sagan Revocable Trust, (b) 76,452 shares held by The Chatham Trust, and (c) 17,201 shares held by Erwin Park LLC.
|
(13)
|
Consists of (a)
99,988,103
shares held and (b)
13,581,221
shares of common stock underlying outstanding stock options that are or will be immediately exercisable within 60 days of
March 31, 2019
.
|
(14)
|
Based on a Schedule 13G filed January 30, 2019, consists of 25,499,325 shares directly held by Zeneca Inc., a wholly-owned subsidiary of AstraZeneca PLC. AstraZeneca PLC and Zeneca Inc. may each be deemed to have sole voting and dispositive power over the shares. The mailing address of AstraZeneca PLC is 1 Francis Crick Avenue, Cambridge Biomedical Campus, Cambridge CB2 0AA, United Kingdom. The mailing address of Zeneca, Inc. is 1800 Concord Pike, Wilmington, Delaware 19803.
|
(15)
|
Based solely on a Schedule 13G/A filed January 10, 2019. Includes shares of common stock beneficially owned by Viking Global Investors LP and various affiliated entities and individuals. The business address of each of the Viking Funds is c/o Viking Global Investors LP, 55 Railroad Avenue, Greenwich, Connecticut 06830.
|
Plan Category
|
|
Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options and
Restricted
Stock Units
(a)
|
|
Weighted-Average
Exercise Price of
Outstanding
Options
(b)
|
|
Number of
Securities
Remaining
Available
for Future
Issuance
Under Equity
Compensation
Plans
(Excluding
Securities
Reflected in Column (a))
|
|
|||
Equity Compensation Plans Approved by Stockholders
(1)
|
|
51,279,847
|
|
(2)
|
12.16
|
|
(3)
|
8,595,802
|
|
(4)(5)
|
Equity Compensation Plans Not Approved by Stockholders
|
|
—
|
|
|
N/A
|
|
|
—
|
|
|
TOTAL
|
|
51,279,847
|
|
|
12.16
|
|
|
8,595,802
|
|
|
(1)
|
Consists of our 2018 Stock Plan, 2016 Stock Plan, and 2018 Employee Stock Purchase Plan (the “ESPP”). Following our initial public offering, we have not and will not grant any awards under our 2016 Stock Plan, but all outstanding awards under the 2016 Stock Plan will continue to be governed by their existing terms. The shares of common stock underlying any awards granted under the 2016 Stock Plan or 2018 Stock Plan that are forfeited, canceled, reacquired by us prior to vesting, satisfied without the issuance of stock, or otherwise terminated (other than by exercise) and the shares of common stock that are withheld upon exercise of a stock option or settlement of such award to cover the exercise price or tax withholding will be added to the shares of common stock available for issuance under the 2018 Stock Plan.
|
(2)
|
Includes 458,715 shares subject to restricted stock units that will entitle the holder to one share of common stock for each unit that vests and is settled. Excludes 198,597 shares of restricted common stock.
|
(3)
|
The calculation does not take into account the 458,715 shares of common stock subject to outstanding restricted stock units. Such shares will be issued at the time the restricted stock units vest and settle, without any cash consideration payable for those shares.
|
(4)
|
Consists of shares available for future issuance under the ESPP and the 2018 Stock Plan. As of
December 31, 2018
, 810,000 shares of common stock were available for issuance under the ESPP, and 7,785,802 shares of common stock were available for issuance under the 2018 Stock Plan.
|
(5)
|
The 2018 Stock Plan provides that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2019, by 4% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee. The ESPP provides that the number of shares reserved and available for issuance will automatically increase each January 1, beginning on January 1, 2020, by the least of 3,240,000 shares of our common stock, 1% of the outstanding number of shares of our common stock on the immediately preceding December 31, or such lesser number of shares as determined by our compensation committee.
|
Name
|
|
Shares of
Series G
Preferred Stock
(1)
|
|
Total
Purchase Price
|
|||
OCHA LLC
(2)
|
|
50,000
|
|
|
$
|
503,000
|
|
Viking Global Investors LP and affiliated entities
(3)
|
|
745,526
|
|
|
$
|
7,499,992
|
|
(1)
|
Upon the closing of our initial public offering on December 11, 2018, all outstanding shares of our preferred stock, including all shares of Series G Preferred Stock, were converted into shares of common stock.
|
(2)
|
Stéphane Bancel, our Chief Executive Officer and one of our directors, is the managing member of OCHA LLC, which is a family investment vehicle that has no operations.
|
(3)
|
Consisted of (1) 279,160 shares of Series G preferred stock held by VGE III Portfolio Ltd.; (2) 148,974 shares of Series G preferred stock held by Viking Global Equities LP; (3) 8,737 shares of Series G preferred stock held by Viking Global Equities II LP; (4) 129,537 shares of Series G preferred stock held by Viking Global Opportunities Illiquid Investments Sub-Master LP; and (5) 179,118 shares of Series G preferred stock held by Viking Long Fund Master Ltd.
|
|
|
2018
|
|
2017
|
||||
Audit fees
(1)
|
|
$
|
2,111,610
|
|
|
$
|
325,944
|
|
Audit-related fees
(2)
|
|
125,000
|
|
|
216,000
|
|
||
Tax fees
(3)
|
|
321,325
|
|
|
242,388
|
|
||
All other fees
(4)
|
|
—
|
|
|
—
|
|
||
|
|
$
|
2,557,935
|
|
|
$
|
784,332
|
|
(1)
|
Audit fees in 2018 include fees for our annual audit, quarterly review procedures, and other fees in connection with our initial public offering. Audit fees in 2017 include fees for our annual audit.
|
(2)
|
Audit-related fees paid in their respective years relate to accounting consultations.
|
(3)
|
Tax fees paid in their respective years relate to tax return preparation and tax advisory services.
|
(4)
|
There were no other fees incurred in 2018 or 2017.
|
Exhibit No.
|
|
Exhibit Index
|
|
|
|
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
10.1#
|
|
|
10.2#
|
|
|
10.3#
|
|
|
10.4†
|
|
|
10.5†
|
|
|
10.6†
|
|
|
10.7†
|
|
|
10.8†
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11#
|
|
|
10.12#
|
|
|
10.13#
|
|
|
10.14#
|
|
|
10.15#
|
|
|
10.16#
|
|
|
10.17#
|
|
|
10.18#
|
|
|
10.19#
|
|
|
10.20#
|
|
|
10.21#
|
|
|
10.22#
|
|
|
10.23#
|
|
|
10.24#
|
|
|
21.1
|
|
23.1
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31.1
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31.2
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31.3
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31.4
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32.1+
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|
|
32.2+
|
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Link Document
|
†
|
Confidential treatment has been granted by the Securities and Exchange Commission as to certain portions.
|
#
|
Indicates a management contract or any compensatory plan, contract or arrangement.
|
+
|
The certifications furnished in Exhibit 32.1 and 32.2 will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
|
(1)
|
Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-228300) filed with the Securities and Exchange Commission on November 9, 2018.
|
(2)
|
Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-228300) filed with the Securities and Exchange Commission on November 28, 2018.
|
(3)
|
Incorporated by reference to the Current Report on Form 8-K (File No. 001-38753) filed with the Securities and Exchange Commission on December 14, 2018.
|
(4)
|
Incorporated by reference to the Annual Report on Form 10-K (File No. 001-38753) filed with the Securities and Exchange Commission on March 13, 2019.
|
|
|
|
MODERNA, INC.
|
|
|
|
|
Date:
|
|
By:
|
/s/ Stéphane Bancel
|
April 25, 2019
|
|
|
|
|
|
|
Stéphane Bancel
|
|
|
|
Chief Executive Officer and Director
|
|
|
|
|
1 Year Moderna Chart |
1 Month Moderna Chart |
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