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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