Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On June 9, 2023, Finch Therapeutics Group, Inc. (the "Company") filed a Certificate of Amendment (the "Charter Amendment") to its Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company's issued and outstanding common stock, par value $0.001 (the "Common Stock"), at a ratio of 1-for-30. As discussed below, on June 8, 2023, the Company's stockholders had approved a proposal to amend the Certificate of Incorporation in accordance with the Charter Amendment at the annual meeting of stockholders (the "Annual Meeting"). The Charter Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K. The Company expects that upon the opening of trading on June 12, 2023, the Common Stock will begin trading on a post-split basis under CUSIP number 31773D200.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 8, 2023, the Company held the Annual Meeting. A total of 40,934,688 shares of the Company's Common Stock were present electronically or by proxy at the meeting, representing approximately 85.02% of the Company's outstanding Common Stock as of the April 10, 2023 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 26, 2023, as supplemented by the supplement to the Definitive Proxy Statement, dated May 11, 2023.

To elect two nominees as Class II directors: Susan Graf and Chris Shumway, each to hold office until the Annual Meeting of Stockholders in 2026.



Nominee          Votes For        Votes Withheld       Broker Non-Votes
Susan Graf        26,097,717            4,226,794             10,610,177
Chris Shumway     24,013,503            6,311,008             10,610,177

To approve the Charter Amendment to effect a reverse stock split of the Company's issued and outstanding Common Stock at a ratio of 1-for-30.

Votes For Votes Against Abstentions Broker Non-Votes 40,212,819 717,495 4,374

             0

Based on the foregoing votes, both Susan Graf and Chris Shumway were elected as Class II directors and the Charter Amendment was approved.

Item 9.01. Financial Statements and Exhibits




(d) Exhibits

Exhibit
  No.       Description

 3.1          Certificate of Amendment to Amended and Restated Certificate of
            Incorporation

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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