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EX-99.1 - EX-99.1 - Kaleido Biosciences, Inc.d188934dex991.htm

 

 

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): April 1, 2020

 

 

KALEIDO BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38822   47-3048279

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

65 Hayden Avenue

Lexington, MA

  02421
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 674-9000

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 (see General Instruction A.2. below):

 

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:

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which
registered

Common Stock, $0.001 Par Value    KLDO    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.

Appointment of New Director

On April 1, 2020, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Kaleido Biosciences, Inc. (the “Company”) appointed Anne Prener to join the Board, effective as of April 1, 2020. The Board determined that Dr. Prener is independent under the listing standards of Nasdaq and the Company’s corporate governance guidelines. Dr. Prener will serve as a Class III director with a term expiring at the annual meeting of stockholders to be held in 2022. Dr. Prener was also appointed to serve on the Nominating and Corporate Governance Committee of the Board. Effective as of April 1, 2020, the Nominating and Corporate Governance Committee of the Board will be composed of Dr. Prener, Bonnie Bassler and Grady Burnett and the composition of the Audit Committee and the Compensation Committee both remain unchanged.

As a non-employee director, Dr. Prener will receive cash compensation and an equity award for her Board service in accordance with the Company’s non-employee director compensation policy. Dr. Prener is not a party to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between Dr. Prener and any other persons pursuant to which she was selected as a director. In addition, Dr. Prener will enter into an indemnification agreement with the Company consistent with the form of indemnification agreement entered into between the Company and its existing non-employee directors.

On April 3, 2020, the Company issued a press release announcing the changes to the composition of its Board. A copy of this press release is furnished as Exhibit 99.1 to this report on Form 8-K.

 

Item 9.01

Exhibits

 

99.1

Press Release issued by the Company on April 3, 2020, furnished hereto.

 


 

SIGNATURE

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.

 

    Kaleido Biosciences, Inc.
Date: April 3, 2020     By:  

/s/ Alison Lawton

      Alison Lawton
      Chief Executive Officer and President