M&A - Beam Therapeutics Inc.

Form Type: 8-K

Filing Date: 2025-07-03

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025093906

Filing Summary: On July 1, 2025, Beam Therapeutics Inc. entered into an Agreement and Plan of Merger to acquire an early-stage life sciences company. As part of this acquisition, Beam Therapeutics will issue 403,128 shares of its common stock as an upfront payment and has the potential to pay up to $89 million in additional milestone payments based on the achievement of various development, clinical, and commercial milestones. These milestones can be satisfied either in cash or shares at the company’s discretion. The maximum potential number of Milestone Shares is calculated to be 5,232,216 based on the closing stock price of $17.01 per share as of June 30, 2025. However, the exact number will be determined later and disclosed in a subsequent filing. The shares issued will not be registered under the Securities Act or state laws, as the company is relying on exemption provisions for non-public offerings.