Item 1.01 Entry into a Material Definitive Agreement.

On May 18, 2020, Moderna, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Morgan Stanley & Co. LLC (the "Underwriter") to issue and sell 17,600,000 shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Company, at a public offering price of $76.00 per share, in a public offering pursuant to a Registration Statement on Form S-3 (File No. 333-238467) (the "Registration Statement") and the related prospectus, filed with the Securities and Exchange Commission (the "Offering"). In addition, the Company granted the Underwriter an option to purchase, for a period of 30 calendar days from May 18, 2020, up to an additional 2,640,000 shares of Common Stock. The Company estimates that the net proceeds from the Offering will be approximately $1.3 billion, or approximately $1.5 billion if the Underwriter exercises in full its option to purchase the additional shares of Common Stock, after deducting underwriting discounts and estimated offering expenses. All of the shares in the offering are being sold by the Company. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Offering is expected to close on or about May 21, 2020, subject to customary closing conditions. A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the Common Stock sold is filed as Exhibit 5.1 to this Current Report on Form 8-K.




Item 8.01 Other Events.

On May 18, 2020, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits

 Exhibit
   No.           Description

    1.1            Underwriting Agreement, dated as of May 18, 2020, by and between
                 Moderna, Inc. and Morgan Stanley & Co. LLC

    5.1            Opinion of Goodwin Procter LLP

   23.1            Consent of Goodwin Procter LLP (contained in Exhibit 5.1)

   99.1            Press Release issued by Moderna, Inc. on May 18, 2020

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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