Current Report Filing (8-k)
July 10 2017 - 6:48AM
Edgar (US Regulatory)
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): July 7, 2017
SERES THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-37465
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27-4326290
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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200 Sidney Street
Cambridge, MA
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02139
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (617)
945-9626
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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.
On July 7, 2017, the Board of Directors (the Board) of the
Company increased the size of the Board from seven to eight directors, and elected Willard H. Dere, M.D. as a Class I director of the Company. Dr. Dere has been appointed to serve on the Audit Committee of the Board (the Audit
Committee).
Dr. Dere will participate in the Companys standard compensation program for
non-employee
directors, including an annual retainer of $35,000, an annual retainer for service on the Audit Committee of $7,500, and an initial award of an option to purchase 30,000 shares of the
Companys common stock (the Initial Award). The Initial Award has an exercise price equal to $11.14, the closing price per share of the Companys common stock on the date of grant, and will vest and become exercisable in equal
installments on each of the first four anniversaries of the date of grant, subject to continued service on the Board through each such vesting date. Dr. Dere has also entered into the Companys standard indemnification agreement for
directors and officers.
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.
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SERES THERAPEUTICS, INC.
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Date: July 10, 2017
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By:
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/s/ Thomas J. DesRosier
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Name: Thomas J. DesRosier
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Title: Executive Vice President and Chief Legal Officer
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