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): July 21, 2020
HOMOLOGY MEDICINES, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38433 | 47-3468154 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
One Patriots Park Bedford, MA |
01730 | |
| (Address of principal executive offices) | (Zip Code) |
(781) 301-7277
(Registrant’s telephone number, include area code)
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 (17 CFR 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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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| Common Stock, $0.0001 par value per share | FIXX | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. |
On July 21, 2020, the Board of Directors (the “Board”) of Homology Medicines, Inc. (the “Company”) increased the size of the board from seven to eight directors, and elected Jeffrey V. Poulton as a Class I director of the Company. Mr. Poulton has also been appointed to serve on the Audit Committee of the Board (the “Audit Committee”), replacing Richard Gregory, Ph.D. on the committee.
Mr. Poulton is eligible to participate in the Company’s Non-Employee Director Compensation Program, including receipt of an annual retainer of $40,000 for his Board service, an additional annual retainer of $7,500 for his service as a member of the Audit Committee, and an initial award of an option to purchase 36,000 shares of the Company’s common stock (the “Initial Award”). The Initial Award has an exercise price equal to $16.48 per share, the fair market value of a share of the Company’s common stock on the date of grant, and will vest and become exercisable in three substantially equal annual installments following the date of grant, subject to Mr. Poulton’s continued service on the Board through each such vesting date. Mr. Poulton has also entered into the Company’s standard indemnification agreement for directors and officers.
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.
| HOMOLOGY MEDICINES, INC. | ||||||
| Date: July 21, 2020 | By: |
/s/ W. Bradford Smith |
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| W. Bradford Smith | ||||||
| Chief Financial Officer, Treasurer and Secretary | ||||||