UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.05. | Costs associated with Exit or Disposal Activities |
On April 8, 2022, Frequency Therapeutics, Inc. (the “Company”) announced a reduction in force (the “Reduction”) of approximately 30% of its workforce. The purpose of the Reduction, which was approved by the Board of Directors (the “Board”) of the Company on April 5, 2022, is to better align the Company’s workforce with the needs of its business and focus more of its capital resources on its clinical program for its lead candidate for hearing restoration (FX-322); a second pre-clinical program for hearing restoration (FX-345); and a pre-clinical program for remyelination in Multiple Sclerosis. These changes will preserve capital, ensuring that the Company is appropriately resourced to advance its pipeline of potential first-in-class treatments through key development milestones. These milestones are the completion of the Phase 2b study of FX-322, a Phase 1b study of FX-345, and a Phase 1 study in the Multiple Sclerosis program.
A majority of the Reduction has already taken place, and the remainder will be completed by July 31, 2022, though all impacted employees have been notified. The total costs related to the Reduction are estimated to be approximately $1.2 million in future cash outlays primarily related to severance costs and related expenses.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 5, 2022, the Board appointed Richard M. Mitrano, the Company’s Vice President of Finance and Operations, as the Company’s principal financial officer and principal accounting officer, succeeding Peter P. Pfreundschuh, the Company’s former Chief Financial Officer.
Richard M. Mitrano, 51, has served as the Company’s Vice President of Finance and Operations since July 2016. From 2012 to 2015, Mr. Mitrano served as the Director of Finance and Operations of Semprus, where he oversaw all accounting and finance operations and provided strategic direction and oversight. Prior to Semprus, Mr. Mitrano was a contract Accounting Manager for Predictive Biosciences, Inc. (“Predictive”), a diagnostics company, from 2010 to 2012. Prior to Predictive, from 2008 to 2010, Mr. Mitrano served as Corporate Controller of Pioneer Behavioral Health, a company providing behavioral health services. Mr. Mitrano holds a B.A. in Accounting from Bentley University.
| Item 7.01. | Regulation FD Disclosure. |
On April 8, 2022, the Company posted an updated corporate slide presentation in the “Investors & Media” portion of its website at www.frequencytx.com. A copy of the slide presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).
The information in Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is intended to be furnished and 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 (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such filing. The Company undertakes no obligation to update, supplement or amend the materials attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following Exhibit 99.1 relates to Item 7.01, and shall be deemed to be furnished, and not filed:
| Exhibit No. |
Description | |
| 99.1 | Frequency Therapeutics, Inc. Corporate Slide Presentation as of April 8, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| FREQUENCY THERAPEUTICS, INC. | ||||||
| Date: April 8, 2022 | By: | /s/ David L. Lucchino | ||||
| Name: | David L. Lucchino | |||||
| Title: | President and Chief Executive Officer | |||||