0001682852false00016828522020-12-112020-12-11

 
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 11, 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)

(Registrant’s telephone number, including area code): (617714-6500

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 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 classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareMRNAThe 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 7.01.Regulation FD Disclosure.
On December 11, 2020, Moderna, Inc. (the “Company”) issued a press release announcing that the U.S. government has exercised its option to purchase an additional 100 million doses of the Company’s vaccine candidate against COVID-19, mRNA-1273, under the agreement dated August 11, 2020, between Moderna US, Inc., a wholly-owned subsidiary of the Company, and the Army Contracting Command of the U.S. Department of Defense (the “U.S. Supply Agreement”).

On December 11, 2020, the parties to the U.S. Supply Agreement also entered into an amendment thereto to permit the U.S. government to exercise its option prior to the granting of an Emergency Use Authorization by the U.S. Food and Drug Administration for mRNA-1273.

Information in this Item 7.01 to this Current Report on Form 8-K, and in Exhibit 99.1 furnished herewith, shall not be deemed to be “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 such information 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 a filing.


Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.Description
99.1
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 11, 2020
MODERNA, INC.
By:/s/ Lori Henderson
Lori Henderson
General Counsel and Secretary