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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

Date of Report (Date of earliest event reported): November 6, 2023

MODERNA, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-38753 81-3467528
 (State or other jurisdiction of incorporation)  (Commission File Number)  (IRS Employer Identification No.)
 
200 Technology Square
Cambridge, MA
 02139
(Address of principal executive offices) (Zip code)

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:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each classTrading symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareMRNAThe Nasdaq Stock Market LLC

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 7.01    Regulation FD Disclosure.

In its Quarterly Report on Form 10-Q for the period ended September 30, 2023, filed with the U.S. Securities and Exchange Commission on November 3, 2023, Moderna, Inc. (the “Company”) disclosed that Arpa Garay, the Company’s Chief Commercial Officer, adopted a trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (the “Garay 10b5-1 Plan”) on August 24, 2023.

Subsequent to the disclosure of the Company’s results for the third quarter 2023, Ms. Garay cancelled the Garay 10b5-1 Plan on November 6, 2023. Sales under the Garay 10b5-1 Plan were scheduled to begin no earlier than November 27, 2023, and no shares of common stock were sold, and no options to purchase shares of common stock were exercised, under the Garay 10b5-1 Plan prior to its termination.

The information in this Item 7.01 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.



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.
                                
Date: November 6, 2023
MODERNA, INC.
By:
/s/ Shannon Thyme Klinger
Shannon Thyme Klinger
Chief Legal Officer



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Cover
Nov. 06, 2023
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 06, 2023
Entity Registrant Name MODERNA, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-38753
Entity Tax Identification Number 81-3467528
Entity Address, Address Line One 200 Technology Square
Entity Address, City or Town Cambridge
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02139
City Area Code 617
Local Phone Number 714-6500
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol MRNA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001682852
Amendment Flag false
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