Beam Therapeutics Enters Agreement To Acquire Early-Stage Life Sciences Company For 403,128 Upfront Shares And Up To $89M In Milestone Payments

On July 1, 2025, Beam Therapeutics Inc. (the "Company") entered into an Agreement and Plan of Merger pursuant to which it acquired an early-stage life sciences company (the "Agreement"). As consideration for the acquisition, the Company agreed to issue to the shareholders of the company (i) 403,128 shares of the Company's common stock, par value $0.01 per share (the "Common Stock") as an upfront payment (the "Upfront Shares") and (ii) up to an aggregate of $89,000,000 in potential additional payments upon the achievement of certain development, clinical and commercial milestones, which milestone payments may be made in cash or in shares of Common Stock (the "Milestone Shares") in the Company's sole discretion. Based on the closing price of the Common Stock of $17.01 per share on June 30, 2025, the maximum number of Milestone Shares issuable pursuant to the Agreement is 5,232,216 shares; however, the exact number of Milestone Shares cannot be determined at this time, and the Company intends to file an amendment to this Form 8-K to disclose the exact number of Milestone Shares issued, if any. The issuance of the Upfront Shares and any Milestone Shares that the Company elects to issue in satisfaction of milestone payments will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. Based in part upon the representations of the shareholders of the company in the Agreement, the Company has relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof for a transaction by an issuer not involving any public offering.