8-K

 

 

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): September 25, 2019

 

 

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.

Departure of Director and Appointment of New Director

On September 25, 2019, upon the recommendation of its Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Kaleido Biosciences, Inc. (the “Company”) appointed Jean Mixer to join the Board, effective as of September 30, 2019. The Board determined that Ms. Mixer is independent under the listing standards of Nasdaq and the Company’s corporate governance guidelines. Ms. Mixer will serve as a Class II director with a term expiring at the annual meeting of stockholders to be held in 2021. Ms. Mixer was also appointed to serve on the Audit Committee of the Board and the Compensation Committee of the Board. Effective as of September 30, 2019, the Audit Committee of the Board will be composed of Ms. Mixer, Grady Burnett and Theo Melas-Kyriazi, the Compensation Committee of the Board will be composed of Ms. Mixer, Theo Melas-Kyriazi and Anthony Quinn, M.D., Ph.D., and the composition of the Nominating and Corporate Governance Committee remains unchanged.

As a non-employee director, Ms. Mixer will receive cash compensation and an equity award for her Board service in accordance with the Company’s non-employee director compensation policy. Ms. Mixer 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 Ms. Mixer and any other persons pursuant to which she was selected as a director. In addition, Ms. Mixer 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 September 30, 2019, 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 September 30, 2019, 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: September 30, 2019     By:  

/s/ Alison Lawton

      Alison Lawton
      Chief Executive Officer and President
EX-99.1

Exhibit 99.1

 

LOGO

Kaleido Biosciences Announces Appointment of Jean Mixer to its Board of Directors

LEXINGTON, Mass., Sept. 30, 2019 – Kaleido Biosciences, Inc. (Nasdaq: KLDO), a clinical-stage healthcare company with a chemistry-driven approach to leveraging the microbiome organ to treat disease and improve human health, today announced that Jean Mixer has been appointed to its Board of Directors.

Ms. Mixer has more than 25 years of experience in healthcare and is currently Chief Digital Transformation Officer and Vice President, Strategy at Boston Children’s Hospital. Previously, she launched and ran her own consulting firm, and served for more than a decade as a partner at the Boston Consulting Group. Ms. Mixer has experience across the healthcare industry, including working with executive management and Boards of leading academic medical centers, integrated healthcare delivery networks, payers, pharmacy/PBMs and biopharmaceutical and medical device companies. She began her career as an officer at J.P. Morgan in New York. She previously served on the Board of Directors of two public companies, Cambridge Trust and NxStage Medical, which was acquired by Fresenius Medical Care for $2 billion in February 2019. She received a master’s degree in Management from the Kellogg School of Management.

Ms. Mixer will assume the seat of Jonathan McIntyre, Ph.D., who is stepping off the Board to focus on his role as Chief Executive Officer of Motif FoodWorks.

“I want to thank Jon for his service as a Kaleido Director during an important time in the Company’s evolution, and welcome Jean to the Board. We are thrilled to have her tremendous experience and strategic insights across a broad range of areas in healthcare, from implementing digital strategies to assisting organizations as they build and transform their businesses. We look forward to benefiting from her insights as we continue our mission to lead a revolution in human health,” said Michael Bonney, Executive Chair of Kaleido.

“I am excited to be joining the Board of a company committed to breaking the mold of traditional discovery and development as well as leading an innovative approach to targeting the potential of the microbiome to improve health and treat disease,” said Ms. Mixer.

About Kaleido Biosciences

Kaleido Biosciences is a clinical-stage healthcare company with a differentiated, chemistry-driven approach to leveraging the microbiome organ to treat disease and improve human health. The Company has built a human-centric proprietary product platform to enable the rapid and cost-efficient discovery and development of novel Microbiome Metabolic Therapies (MMT). MMTs are designed to modulate the metabolic output and profile of the microbiome by driving the function and distribution of the organ’s existing microbes. Kaleido is advancing a broad pipeline of MMT candidates with the potential to address a variety of diseases and conditions with significant unmet patient needs. To learn more, visit https://kaleido.com/.

 

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LOGO

 

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the therapeutic potential of our MMT candidates and our strategy, business plans and focus. The words “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “target” and similar words and expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words or expressions. Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of risks, uncertainties and important factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release, including, without limitation, those related to non-IND clinical studies of our MMT product candidates including statements regarding the rapidity at which our human-centric discovery and development platform can advance our MMT product candidates, the clinical development and safety profile of our MMT candidates and their therapeutic potential, whether and when, if at all, our MMT candidates will receive approval form the U.S. Food and Drug Administration and for which, if any, indications, competition from other biotechnology companies, and other risks identified in our SEC filings, including our most recent Quarterly Report on Form 10-Q, and subsequent filings with the SEC. Any forward-looking statements contained in this press release represent our views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. We explicitly disclaim any obligation to update any forward-looking statements.

Contact

Amy Reilly

617-890-5721

amy.reilly@kaleido.com

 

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