Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

August 5, 2019




(Exact name of registrant as specified in its charter)








(state or other jurisdiction of incorporation)


(Commission File Number)


(I.R.S. Employer Identification No.)


35 Gatehouse Drive
Waltham, Massachusetts



(Address of principal executive offices)


(Zip Code)


Registrant’s telephone number, including area code:  (781) 810-0120



(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):


o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o      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 Exchange Act:


Title of each class:


Trading Symbol(s)


Name of each exchange on which

Common Stock, $0.001 par value




The Nasdaq Stock Market LLC


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  x


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.   x





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


Appointment of Director


On August 5, 2019, the Board of Directors (the “Board”) of Entasis Therapeutics Holdings, Inc. (the “Company”) appointed Howard Mayer, M.D. to serve as a Class II member of the Board, to serve until the 2020 annual meeting of stockholders or until his successor is duly elected and qualified. Concurrent with his appointment as a director, Dr. Mayer was appointed to the Compensation Committee of the Board. Dr. Mayer fills an existing vacancy on the Board.


There are no arrangements or understandings between Dr. Mayer and any other person pursuant to which Dr. Mayer was appointed to serve on the Board. Dr. Mayer has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


Dr. Mayer will receive compensation for his services as a director in accordance with the Company’s non-director compensation policy, which is summarized under “Director Compensation” in the Company’s proxy statement, as filed with the Securities and Exchange Commission on April 30, 2019.






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.












/s/ Elizabeth M. Keiley



General Counsel




Dated: August 6, 2019





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