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): January 30, 2020

ORCHARD THERAPEUTICS PLC

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: +44 (0) 203 808 8286

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:

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

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. ☐

On January 30, 2020, the Board of Directors (the “Board”) of Orchard Therapeutics plc (the “Company”) elected Dr. Steven Altschuler to the Board as a Class II director of the Company, effective as of February 3, 2020, and appointed him to serve on the Board’s Science and Technology Committee.  Class II directors are appointed to serve until the 2020 annual general meeting.

In connection with his election as a director, the Company granted Dr. Altschuler an option to purchase 50,000 ordinary shares of the Company (or American Depository Shares (“ADSs”) equal to that number of ordinary shares) with an exercise price equal to the closing price of the Company’s ADSs on the Nasdaq Global Select Market on February 3, 2020.  The shares subject to the option vest in equal monthly installments over a three-year period commencing on February 3, 2020.  In accordance with the Company’s non-employee director compensation policy, Dr. Altschuler will be eligible to receive an annual stock option grant, as well as annual cash retainers of $35,000 for serving as a director and $4,000 for serving as a member of the Board’s Science and Technology Committee. Dr. Altschuler also entered into a deed of indemnity with the Company.

Item 7.01Regulation FD Disclosure.

A copy of the Company’s press release relating to this announcement is attached as Exhibit 99.1 to this current report on Form 8-K (the “Report”).

The information contained in Item 7.01 of this Report and Exhibit 99.1 attached hereto 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.