Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 8, 2021, Kaleido Biosciences, Inc. (the "Company") delivered formal
notice to The Nasdaq Stock Market, Inc. that the Company intends to voluntarily
delist its common stock, par value $0.001 per share (the "Common Stock"), from
the Nasdaq Global Select Stock Market ("Nasdaq") in connection with the
Company's cessation of all operations as described in Item 8.01 below.
The Company expects to file a Form 25 with the Securities and Exchange
Commission (the "SEC") on or about April 18, 2022 to effect the voluntary
delisting of the Common Stock under Section 12(b) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and that the delisting will be
effective on or about April 28, 2022 - ten days after the filing of the Form 25.
Following the effectiveness of the delisting, it intends to file a Form 15 with
the SEC to suspend the Company's Exchange Act reporting obligations.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(a) On April 8, 2022, Daniel Menichella tendered his resignation from the
Company's Board of Directors (the "Board of Directors"), and all committees of
the Board of Directors on which he served. The decision to resign was not the
result of any disagreements with the Board of Directors or management of the
Company.
(b) On April 8, 2022, the employment of each of (i) Daniel Menichella, the
Company's principal executive officer and named executive officer, (ii) William
Duke, the Company's principal financial and accounting officer and named
executive officer, and (iii) Johan van Hykckama Vlieg, a named executive
officer, was terminated effective immediately in connection with the Company's
cessation of operations as described in Item 8.01 below.
Item 8.01 Other Events.
On April 8, 2022, the Board of Directors, voted to immediately wind-down and
cease all of the Company's ongoing operations. In connection with cessation of
activities, the employment of all of the Company's remaining employees was
terminated effective immediately. As previously announced, the Company had
initiated a strategic process, in an attempt to maximize shareholder value and
engaged professional advisors, including an investment banker to act as a
strategic advisor in the process. Unfortunately the strategic process did not
result in the identification of any viable transactions, and given its limited
remaining resources, the Company cannot continue operations and believes that
the best alternative is an orderly wind-down process. The Company is evaluating
additional details regarding the wind-down, and will provide further information
when available.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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KALEIDO BIOSCIENCES, INC. 
