Morphic Holding, Inc. - FORM 8-K - April 29, 2021

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EX-99.2 - EX-99.2 - Morphic Holding, Inc.morfbodappointment.htm
EX-99.1 - EX-99.1 - Morphic Holding, Inc.morf-2021429x8kex991.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 27, 2021
_______________________________________________________________________________________
Morphic Holding, Inc.
(Exact Name of Registrant as Specified in its Charter)
______________________________________________________________________________________
Delaware001-3894047-3878772
(State or other jurisdiction of
incorporation or organization)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
35 Gatehouse Drive, A2
Waltham,Massachusetts02451
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (781) 996-0955
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:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value per share MORF Nasdaq Global 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 2.02 Results of Operations and Financial Condition.
On April 29, 2021, the Company issued a press release (the “Press Release”) announcing its preliminary financial results for the quarter ended March 31, 2021. The Press Release is attached hereto as Exhibit 99.1.

The preliminary financial results are estimates and subject to completion of the applicable quarter-end closing procedures. The Company’s actual results for the quarter ended March 31, 2021 may vary from these estimates. In addition, estimated financial information is necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the estimated financial results described in the Press Release will not materialize or will vary significantly from actual results. Accordingly, undue reliance should not be placed on these estimates.

The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 5.02 Departure of Directors or Certain Officers; Election Of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

Appointment of Ms. Susannah Gray as a Class II Director of the Company
Effective on April 27, 2021, the Board of Directors (the “Board”) of Morphic Holding, Inc. (the “Company”) appointed Susannah Gray to serve on the Board as a Class II Director. Ms. Gray shall hold office for a term expiring at the 2021 Annual Meeting of the Company’s stockholders to be held on June 16, 2021 (the “2021 Annual Meeting”), which is the next stockholder meeting at which Class II directors will be elected. Ms. Gray has been named to serve on the audit committee of the Board. There is no arrangement or understanding between Ms. Gray and any other persons pursuant to which Ms. Gray was selected as a director. Ms. Gray is not a party to and does not have any direct or indirect material interest in any transaction with the Company required to be disclosed under Item 404(a) of Regulation S-K. The Board determined that Ms. Gray qualifies as an independent director pursuant to the Securities Act of 1933, as amended and the listing standards of the Nasdaq Stock Market, in each case as currently in effect. Ms. Gray also entered into the Company’s standard form of indemnity agreement for its directors and executive officers, which was filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission on March 1, 2021.

Consistent with the Company’s compensation policy for non-employee directors, on April 27, 2021, Ms. Gray was granted a stock option grant for 24,000 shares of the Company’s common stock, with an exercise price per share equal to the fair market value of the share on the date of grant (the “Initial Grant”). The Initial Grant will vest as follows: 25% will vest on the first anniversary of the date of grant and the remaining 75% will vest in eight substantially equal quarterly installments on each quarterly anniversary of the first anniversary of the date of grant, such that the Initial Grant will become fully vested and exercisable on the three-year anniversary of the date of grant, subject to Ms. Gray’s continued service on each applicable vesting date. Pursuant to the Company’s compensation policy for non-employee directors, on the date of each annual meeting of the Company’s stockholders, if Ms. Gray will continue to serve on the Board following such meeting, she will also be entitled to an annual stock option grant for 12,000 shares of the Company’s common stock, with an exercise price per share equal to the fair market value of the share on the date of grant (the “Annual Grant”). The Annual Grant will vest on the one-year anniversary of the grant date, or if earlier, the next annual meeting of the Company’s stockholders, assuming continued service through such vesting date. The Initial Grant and the Annual Grant will each be issued under the Company’s 2019 Equity Incentive Plan and will accelerate in full upon a change of control. Ms. Gray will also be entitled to the applicable annual cash retainer paid to non-employee directors under the Company’s compensation policy for non-employee directors.

Resignation of Directors for Any Reason Other than Disagreement with the Company.
On April 27, 2021, Dr. Otello Stampacchia notified the Company of his decision to retire from the Board and resign as a member of the Board and the Company’s Compensation Committee. The resignation of Dr. Stampacchia was effective when the Board accepted Dr. Stampacchia’s resignation, on April 27, 2021.

On April 27, 2021 Mr. Vikas Goyal notified the Company of his determination not to stand for reelection at the 2021 Annual Meeting. Mr. Goyal will cease to be a member of the Board and the Audit Committee immediately prior to the 2021 Annual Meeting.
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Immediately prior to the commencement of the Company’s 2021 Annual Meeting, the size of the Board shall decrease from ten to nine members. After an extensive service as Board members, Dr. Stampacchia and Mr. Goyal respectively elected to voluntarily step down from the Board and retire or not to stand for reelection, respectively. Accordingly, Dr. Stampacchia’s and Mr. Goyal’s respective decisions to resign and not to stand for reelection, were not related to any disagreement with the Company over any of its operations, policies, or practices.
Item 8.01  Other Events

The Company announced the election of Ms. Gray to the Company’s Board, Dr. Stampacchia’s resignation and Mr. Goyal’s determination not to stand for reelection, in a Press Release furnished as Exhibit 99.2 to this report and is incorporated herein by this reference.
Item 9.01  Financial Statements and Exhibits
(d) Exhibits
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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.
 MORPHIC HOLDING, INC.
Date: April 29, 2021By:/s/ Marc Schegerin
Marc Schegerin
 Chief Financial Officer and Chief Operating Officer
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Morphic Holding, Inc. Reports