Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On September 23, 2020, the Board of Directors of Frequency Therapeutics, Inc.
(the "Company") appointed Cynthia Feldmann to serve as a member of the Board of
Directors as a Class II Director. Ms. Feldmann was also appointed to serve on
the Audit Committee of the Board of Directors. Ms. Feldmann will receive
compensation in accordance with the Company's compensation arrangements for
non-management directors. There was no arrangement or understanding pursuant to
which Ms. Feldmann was elected as a director. Ms. Feldmann has also entered into
the Company's standard indemnification agreement for directors and officers.
On September 25, 2020, the Company issued a press release announcing
Ms. Feldmann's appointment to the Board of Directors (the "Press Release"). The
Press Release is furnished herewith as Exhibit 99.1 to this Current Report on
Form 8-K 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 provided by specific
reference in such a filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 23, 2020, the Company's Board of Directors approved an amendment
and restatement of the Company's Amended and Restated Bylaws (as amended and
restated, the "Bylaws"), to adopt a new Article XI, Forum Selection. Article XI
provides that unless the Company consents in writing to the selection of an
alternative forum, the federal district courts of the United States of America
shall, to the fullest extent permitted by law, be the exclusive forum for the
resolution of any complaint asserting a cause of action arising under the
Securities Act, and that any person or entity purchasing or otherwise acquiring
or holding any interest in shares of capital stock of the Company shall be
deemed to have notice of and consented to the provisions of Article XI.
The foregoing summary is qualified in its entirety by reference to the Bylaws, a
copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
3.1 Amended and Restated Bylaws of Frequency Therapeutics, Inc.,
effective as of September 23, 2020
99.1 Press Release issued by Frequency Therapeutics, Inc., dated
September 25, 2020.
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