Form 8-K - Current report

0001682852false00016828522024-09-282024-09-28

 

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): September 28, 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: [phone]

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.       ☐

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

(d) On September 28, 2024, the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Abbas Hussain to the Board, effective October 2, 2024. Mr. Hussain has decades of leadership and operating experience in healthcare, most recently serving as Chief Executive Officer of Vifor Pharma. He previously served in various leadership roles at GlaxoSmithKline and Eli Lilly and Company.

Simultaneously with Mr. Hussain’s appointment, the size of the Board has been fixed at nine directors. Mr. Hussain will serve as a Class II director of the Company, to hold office until the 2026 annual meeting of shareholders or until his earlier death, resignation or removal. Mr. Hussain was also appointed to serve on the Audit Committee of the Board.

Pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Policy (the “Policy”), Mr. Hussain 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. Hussain will receive an Initial Grant and a pro-rata portion of an Annual Grant, each as defined in the Proxy Statement.

Mr. Hussain has entered 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. Hussain and any other person pursuant to which Mr. Hussain was appointed as a member of the Board. There are no family relationships between Mr. Hussain, 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. Hussain that are reportable pursuant to Item 404(a) of Regulation S-K.

Item 7.01    Regulation FD Disclosure.

On October 2, 2024, the Company issued a press release announcing the appointment of Mr. Hussain to the Board. 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 October 2, 2024
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: October 2, 2024						MODERNA, INC.
			By:			/s/ Shannon Thyme Klinger
						Shannon Thyme Klinger
						Chief Legal Officer

Exhibit 99.1

Abbas Hussain Joins Moderna’s Board of Directors

Hussain brings more than 35 years of commercial leadership and operating experience in healthcare, most recently serving as CEO of Vifor Pharma

As former Global President of GSK, Pharmaceuticals and Vaccines, Hussain brings significant global vaccine commercialization experience in emerging and mature markets, along with significant Board of Directors expertise

CAMBRIDGE, MA / October 2, 2024 / Moderna, Inc. (NASDAQ:MRNA) today announced that Abbas Hussain, former Chief Executive Officer of Vifor Pharma, has joined Moderna’s Board of Directors, effective October 2, 2024.

“As Moderna accelerates our global commercialization efforts, Abbas is a tremendous addition to our Board,” said Noubar Afeyan, Co-Founder and Chairman of Moderna. “With decades of leadership in vaccines and pharmaceuticals across both mature and emerging markets, Abbas brings invaluable strategic insights and global operational expertise. We are excited to welcome him and look forward to benefiting from his experience as we drive continued growth and innovation.”

“I am honored to join the Board of Directors at Moderna, a company that is at the forefront of groundbreaking medical innovations," said Abbas Hussain. "Moderna’s pioneering research and its expanding global presence have already made a profound impact on public health worldwide. I am excited to contribute to its future, confident that even greater advancements lie ahead."

“As we advance our mission to deliver the greatest possible impact to people through mRNA medicines, Abbas's more than 35 years of leadership in healthcare will be invaluable as we continue to strengthen our commercial organization and launch innovative products," said Stéphane Bancel, Chief Executive Officer of Moderna. "We are fortunate to welcome Abbas to the Moderna Board, and I look forward to collaborating closely with him."

Mr. Hussain most recently served as Chief Executive Officer of Vifor Pharma from 2021 to 2023. Prior to that, he served in various leadership roles at GlaxoSmithKline, most recently as Global President, Pharmaceuticals & Vaccines. Earlier in his career, Mr. Hussain held various global leadership roles at Eli Lilly and Company.

Mr. Hussain currently holds various non-executive director and advisory roles, including Chairman of Asceneuron SA, Director for Mallinckrodt Pharmaceuticals and Alfasigma SpA, and Advisor to 4Bio Capital. He previously served on the boards of Cochlear Limited, CSL, Teva Pharmaceutical and Immunocore.

Mr. Hussain holds a BSc from the Loughborough Institute of Technology.

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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.

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Moderna Contacts

Media:
Chris Ridley
Head, Global Media Relations

[phone]
[e-mail]

Investors:
Lavina Talukdar
Senior Vice President & Head of Investor Relations
[phone]
[e-mail]

SOURCE: Moderna, Inc.

Cover	Sep. 28, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 28, 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

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