SEC Comment Letter 0000000000-23-007716 to Beam Therapeutics Inc. (BEAM) (CIK 0001745999) (BEAM)
Beam Therapeutics Inc. (BEAM) (CIK 0001745999)
Date: July 20, 2023 · CIK: 0001745999 · Accession: 0000000000-23-007716
AI Filing Summary & Sentiment
File numbers found in text: 001-39208
Letter
United States securities and exchange commission logo July 20, 2023 Terry-Ann Burrell Chief Financial Officer and Treasurer Beam Therapeutics Inc. 238 Main Street Cambridge, MA 02142 Re:Beam Therapeutics Inc. Form 10-K for the Year Ended December 31, 2022 Filed February 28, 2023 File No. 001-39208 Dear Terry-Ann Burrell: We have limited our review of your filing to the financial statements and related disclosures and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to the comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to the comment, we may have additional comments. Form 10-K for the Year Ended December 31, 2022 Notes to Consolidated Financial Statements 8. Equity method investment Orbital, page F-26 1.Please address the following as it relates to your equity method investment in Orbital Therapeutics:
•Reconcile your disclosure that you received a 31.5% fully diluted equity interest in Orbital at the time of your initial investment and that of December 31, 2022 you hold 95.8% of its outstanding common stock with your risk factor disclosure on page 77 whereby you state that you hold a "minority interest" in Orbital. •Provide us with your analysis under ASC 810 supporting your determination that you are not the primary beneficiary of Orbital. As part of your response, identify the activities of Orbital that most significantly impact its economic performance and
FirstName LastNameTerry-Ann Burrell Comapany NameBeam Therapeutics Inc. July 20, 2023 Page 2 FirstName LastName Terry-Ann Burrell Beam Therapeutics Inc. July 20, 2023 Page 2 explain how you determined that you do not have the power to direct such activities and therefore do not hold a controlling financial interest. •Explain how the interim management services you are providing Orbital in addition to your board representation factored into your analysis. •To the extent that the power is shared among the various variable interest holders, clarify whether there is a tie-breaking mechanism in place with respect to key decision making. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Mary Mast at (202) 551-3613 or Angela Connell at (202) 551- 3426 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences
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United States securities and exchange commission logo
July 20, 2023
Terry-Ann Burrell
Chief Financial Officer and Treasurer
Beam Therapeutics Inc.
238 Main Street
Cambridge, MA 02142
Re:Beam Therapeutics Inc.
Form 10-K for the Year Ended December 31, 2022
Filed February 28, 2023
File No. 001-39208
Dear Terry-Ann Burrell:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comment. In our comment, we may ask you to provide us
with information so we may better understand your disclosure.
Please respond to the comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to the comment, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Notes to Consolidated Financial Statements
8. Equity method investment
Orbital, page F-26
1.Please address the following as it relates to your equity method investment in Orbital
Therapeutics:
•Reconcile your disclosure that you received a 31.5% fully diluted equity interest in
Orbital at the time of your initial investment and that of December 31, 2022 you hold
95.8% of its outstanding common stock with your risk factor disclosure on page 77
whereby you state that you hold a "minority interest" in Orbital.
•Provide us with your analysis under ASC 810 supporting your determination that you
are not the primary beneficiary of Orbital. As part of your response, identify the
activities of Orbital that most significantly impact its economic performance and
FirstName LastNameTerry-Ann Burrell
Comapany NameBeam Therapeutics Inc.
July 20, 2023 Page 2
FirstName LastName
Terry-Ann Burrell
Beam Therapeutics Inc.
July 20, 2023
Page 2
explain how you determined that you do not have the power to direct such activities
and therefore do not hold a controlling financial interest.
•Explain how the interim management services you are providing Orbital in addition
to your board representation factored into your analysis.
•To the extent that the power is shared among the various variable interest holders,
clarify whether there is a tie-breaking mechanism in place with respect to key
decision making.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Mary Mast at (202) 551-3613 or Angela Connell at (202) 551-
3426 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences