8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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 29, 2022

MODERNA, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (617) 714-6500

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:

Securities registered pursuant to Section 12(b) of the Act:

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

(b) On September 29, 2022, Moderna, Inc. (the “Company”) announced that Juan Andres, the Company’s Chief Technical Operations and Quality Officer, will transition into a new role as President, Strategic Partnerships and Enterprise Expansion of the Company, effective January 1, 2023. In his new role, Mr. Andres will focus on building out the Company’s organization to support its growing pipeline.

The Company further announced that Dr. Jerh Collins, Ph.D., who will join the Company on October 3, 2022, will assume the role of Chief Technical Operations and Quality Officer of the Company, effective January 1, 2023. Dr. Collins joins Moderna from Novartis, where for the last nearly 30 years he had roles of increasing responsibility focused on pharmaceutical production and manufacturing, including roles serving as Head of Global Chemical Operations and Anti-Infectives and as Head of Global Chemical Operations.

Item 7.01    Regulation FD Disclosure.

On September 29, 2022, the Company issued a press release announcing the appointment of Mr. Andres to the role of President, Strategic Partnerships and Enterprise Expansion and the addition of Dr. Collins as Chief Technical Operations and Quality Officer to replace Mr. Andres. 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.

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.

Document

Exhibit 99.1

Moderna Creates New Executive Committee Role Ahead of New Product Launches

Juan Andres Appointed to President, Strategic Partnerships and Enterprise Expansion

Jerh Collins Joins Moderna as Chief Technical Operations and Quality Officer to Succeed Juan Andres

CAMBRIDGE, Mass.--(ACCESS WIRE)—September 29, 2022-- Moderna, Inc., (Nasdaq: MRNA) a biotechnology company pioneering messenger RNA (mRNA) therapeutics and vaccines today announced that the Company has expanded the Executive Committee to prepare for multiple upcoming new product launches. Effective January 1, 2023, Juan Andres will step into a new role as President, Strategic Partnerships and Enterprise Expansion, and will focus on building out the organization to support the growing pipeline. In this role, he will continue to serve on the Executive Committee and report to Mr. Bancel.

Dr. Jerh Collins, Ph.D. will join the company as Chief Technical Operations and Quality Officer, succeeding Mr. Andres. Dr. Collins will join Moderna on October 3, 2022 and will assume the role of Chief Technical Operations and Quality Officer on January 1, 2023. Dr. Collins will serve on Moderna’s Executive Committee and report to Chief Executive Officer, Stéphane Bancel.

“Juan Andres has been an incredible partner in leading Moderna’s manufacturing operations over the last several years, and he has played a crucial role in our COVID-19 vaccine production efforts, protecting and saving hundreds of millions of lives,” said Moderna Chief Executive Officer Stéphane Bancel. “I am very pleased that Juan will apply his leadership and experience to allow Moderna to scale in its next phase of growth. Juan’s continued leadership will be critical as we prepare for several upcoming new product launches.”

“At the same time, we are incredibly excited to have Jerh Collins joining the Moderna team to succeed Juan as the company’s next Chief Technical Operations and Quality Officer,” Mr. Bancel continued. “Jerh joins Moderna with three decades of experience in global pharmaceutical manufacturing roles, including managing several manufacturing plants and as a Site Head. I’m confident that Jerh possesses the mindset and experience to expand our production footprint as we grow globally and internalize more of our production capabilities.”

Dr. Collins joins Moderna from Novartis, where for the last nearly 30 years he had roles of increasing responsibility focused on pharmaceutical production and manufacturing, including roles serving as Head of Global Chemical Operations and Anti-Infectives and as Head of Global Chemical Operations. Dr. Collins received his Bachelor of Science in Chemistry and his Ph.D. in Organic Chemistry from University College Cork, Ireland. He also conducted post-doctoral cancer research at Arizona State University.

“I’m incredibly excited to join Moderna, an organization that I have watched quickly scale technological and scientific breakthroughs for the benefit of people all around the world,” said Dr. Collins. “It’s a company that is redefining the future of medicine. I’ve also had the privilege of knowing and working with Juan for many years, and I am honored to continue his steady leadership of this team.”

About Moderna

In over 10 years since its inception, Moderna has transformed from a research-stage company advancing programs in the field of messenger RNA (mRNA), to an enterprise with a diverse clinical portfolio of vaccines and therapeutics across six modalities, a broad intellectual property portfolio in areas including mRNA and lipid nanoparticle formulation, and an integrated manufacturing plant that allows for both clinical and commercial production at scale. Moderna maintains alliances with a broad range of domestic and overseas government and commercial collaborators. Most recently, Moderna's capabilities have come together to allow the authorized use and approval of one of the earliest and most effective vaccines against the COVID-19 pandemic.

Moderna's mRNA platform builds on continuous advances in basic and applied mRNA science, delivery technology and manufacturing, and has allowed the development of therapeutics and vaccines for infectious diseases, immuno-oncology, rare diseases, cardiovascular diseases, and autoimmune diseases. Moderna has been named a top biopharmaceutical employer by Science for the past seven years. To learn more, visit www.modernatx.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including regarding: the appointment of Jerh Collins as the Company’s Chief Technical Operations and Quality Officer; the transition of Juan Andres to the role of President, Strategic Partnerships and Enterprise Expansion; and the Company’s preparations for upcoming new product launches. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond Moderna’s control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These risks, uncertainties, and other factors include those other risks and uncertainties described under the heading "Risk Factors" in Moderna's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022, each filed with the U.S. Securities and Exchange Commission (SEC), and in subsequent filings made by Moderna with the SEC, which are available on the SEC's website at www.sec.gov. Except as required by law, Moderna disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release in the event of new information, future developments or otherwise. These forward-looking statements are based on Moderna’s current expectations and speak only as of the date hereof.

Moderna Contacts

Media: Chris Ridley

Vice President, Corporate Communications & Media

617-800-3651

Chris.Ridley@modernatx.com

Investors: Lavina Talukdar Senior Vice President & Head of Investor Relations 617-209-5834 Lavina.Talukdar@modernatx.com