BEAM 8-K
Beam Therapeutics Inc. (BEAM)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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 1.01 Entry into a Material Definitive Agreement.
As previously reported, Beam Therapeutics Inc. (the “Company”) and Bio Palette Co., Ltd. (“Bio Palette”) are parties to a License Agreement dated March 27, 2019 (the “Bio Palette-Beam License”), pursuant to which the Company has sublicensed from Bio Palette certain patents (the “Patents”) that Bio Palette licensed directly from Kobe University (“Kobe”) under a License Agreement dated May 9, 2017 (the “Kobe-Bio Palette License”). To ensure the Company has a continued license to the Patents in the event of a termination of the Kobe-Bio Palette License, on February 9, 2026, the Company entered into a standby license agreement (the “Standby License Agreement”) with Kobe and Bio Palette. Under the terms of the Standby License Agreement, if the Kobe-Bio Palette License terminates for any reason other than (i) a termination by Kobe due to Bio Palette’s default of the Kobe-Bio Palette License, which default by Bio Palette is a result of the Company’s material breach of the Bio Palette-Beam License, or (ii) a termination after the execution of a new license agreement for the Patents in connection with a change of control transaction involving Bio Palette, which new license agreement includes a standby license in favor of the Company of the same scope set forth in the Standby License Agreement, Kobe grants, as of the effective time of such termination (the “Effective Time”), directly to the Company, an exclusive (even as to Kobe and its affiliates) license to practice the Patents of the same scope as the license granted to the Company pursuant to the Bio Palette-Beam License (the “Beam Standby License”). As financial consideration for the Beam Standby License, after the Effective Time the Company will pay Kobe amounts that subsequently become payable by the Company to Bio Palette pursuant to Section 4.4 of the Bio Palette-Beam License. The foregoing description of the Standby License Agreement is qualified in its entirety by reference to a copy of the Standby License Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
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10.1# |
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Standby License Agreement between Beam Therapeutics Inc., Kobe University and Bio Palette Co., Ltd., dated February 9, 2026 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
# Portions of this exhibit have been omitted because the Company has determined they are not material and are the type that the Company treats as private or confidential.
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.
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Beam Therapeutics Inc. |
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Date: |
February 12, 2026 |
By: |
/s/ John Evans |
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John Evans |
CERTAIN IMMATERIAL INFORMATION IN THIS DOCUMENT, MARKED BY [***], HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(a)(5), (a)(6) and (b)(10)(iv).
STANDBY LICENSE AGREEMENT
This Standby License Agreement (this “Agreement”) is entered into as of the 9th day of
February, 2026 (the “Effective Date”), by and among Beam Therapeutics Inc., a Delaware corporation (“Beam”), Bio Palette Co., Ltd., a Japanese corporation (“Bio Palette”) and Kobe University, a national university corporation organized under the laws of Japan (“Kobe” and, together with Beam and Bio Palette, collectively the “Parties” and each a “Party”).
WHEREAS, Kobe and Bio Palette are parties to that certain License Agreement dated as of May 9, 2017, as amended by those certain Memoranda of Understanding dated September 28, 2018, March 27, 2019, September 16, 2021, April 26, 2023, and June 18, 2024 (the “Prime License”);
WHEREAS, Bio Palette and Beam are parties to that certain License Agreement dated as of March 27, 2019, as amended as of October 28, 2021 (collectively, the “License Agreement”), under which Bio Palette has sublicensed to Beam certain rights under the Prime License; and
WHEREAS, Beam and Bio Palette have requested that Kobe grant a standby license to Beam and provide the assurances and make the acknowledgements set forth herein; and
WHEREAS, Kobe has agreed to grant such standby license and provide such assurances and make such acknowledgements to the extent set forth herein.
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, agreeing to be legally bound, agree as follows:
consolidation, reorganization, stock sale, sale of all or substantially all assets of the business, or a change of control transaction in each case involving Bio Palette, which new license agreement includes a standby license in favor of Beam of the same scope set forth in this Section 3 and grants to Bio Palette or its Affiliate or successor in interest a scope of rights that does not reduce or otherwise adversely affect the scope of rights sublicensed by Bio Palette to Beam under the License Agreement (the effective time of such termination or other cessation, for clarity, other than a termination under this Section 3(a)(i) or 3(a)(ii), the “Effective Time”), Kobe hereby grants, effective as of the Effective Time, directly to Beam, an exclusive (even as to Kobe and its Affiliates, provided that, Kobe retains the right to conduct non-commercial activities, consisting exclusively of academic and research activities) license to practice the Patents (as defined in the License Agreement) set forth on Exhibit C (the “Kobe Patents”) sublicensed to Beam by Bio Palette in the License Agreement prior to such termination or other cessation, of the same scope as the license granted to Beam pursuant to Section 2.1.1 of the License Agreement, including the right of Beam to sublicense in accordance with Section 2.2 of the License Agreement, without any need for further action by Beam (the “Beam Standby License”); provided further that the Beam Standby License shall be subject to the reservation of rights in Section 2.3 of the License Agreement and subject to Beam’s continued material performance of its applicable obligations under the License Agreement, including under Section 2.2.1, Section 3.5, and Section 4.4 of the License Agreement. As of the Effective Time, the Kobe Patents listed on Exhibit C shall no longer be considered Bio Palette Patents under the License Agreement and shall be deemed deleted from Exhibit B of the License Agreement and shall instead be licensed under the Beam Standby License as provided in this Section 3(a). Kobe and Beam further shall promptly, but no later than [***] after the Effective Time, enter into a confirmatory direct license agreement between them reflecting the terms set forth herein, and such other customary terms as Kobe and Beam may agree, which confirmatory direct license shall supersede this Agreement.
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or not maintain any of the Kobe Patents anywhere in the world, then Beam will notify Kobe of such intention at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Kobe Patent. In such event, Kobe will have the right, but not the obligation, to assume responsibility for the prosecution and maintenance of such Kobe Patent with counsel of its own choice. As of Beam’s notification of its intent to abandon, cease prosecution, or not maintain any Kobe Patent, such Patent will be deemed excluded from the Kobe Patents and deemed deleted from Exhibit C automatically, and Beam shall have no further right to practice such Patent.
If to Beam:
Beam Therapeutics Inc. 238 Main St., 9th Floor Cambridge, MA 02142
Attention: Chief Legal Officer email: [***]
If to Bio Palette:
Bio Palette Co., Ltd.
6-1, Otemachi 1-chome,
Chiyoda-ku, Tokyo, 100-00046-1, Japan
Attention: Chief Operating Officer email: [***]
If to Kobe:
National University Corporation Kobe University
1-1, Rokkodai-cho, Nada-ku, Kobe-shi, Hyogo, Japan Attention: Chief / Enterprise Partnerships Division
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email: [***]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives.
BEAM THERAPEUTICS INC.
Per: /s/ John Evans
Name: John Evans
Title: Chief Executive Officer
BIO PALETTE CO., LTD.
Per: /s/ Yoshinori Bamba
Name: Yoshinori Bamba
Title: Representative Director & Chief Executive Officer
NATIONAL UNIVERSITY CORPORATION KOBE UNIVERSITY
Per: /s/ Atsushi Moriyama
Name: Atsushi Moriyama
Title: Executive Vice President in Charge of Finance
Exhibit A
Prime License
[***]
Exhibit B
License Agreement
[***]
Exhibit C
Kobe Patents
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