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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 7, 2023

 

 

 

ENTRADA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-40969 81-3983399
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)

 

One Design Center Place
Suite 17-500		    
Boston, MA   02210
(Address of principal
executive offices)		   (Zip Code)

 

Registrant’s telephone number, including area code: (857) 520-9158

 

Not Applicable

(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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
¨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 Act:

 

Title of each class   Trading
Symbol(s)		   Name of each exchange
on which registered
Common Stock, $0.0001 par value per share   TRDA   The Nasdaq Global Market

 

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. ¨

 

 

 

 

 

 

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

 

On June 7, 2023, Todd Foley notified Entrada Therapeutics, Inc. (the “Company”) of his resignation as a member of the Company’s Board of Directors (the “Board”), effective as of June 7, 2023. Mr. Foley’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

 

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

 

On June 8, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format via live webcast. Proxies were solicited pursuant to the Company’s definitive proxy statement (the “Proxy Statement”) filed on April 25, 2023 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. As of April 11, 2023, the record date for the Annual Meeting, the number of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), outstanding and entitled to vote at the Annual Meeting was 33,187,199. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 26,634,866 thus establishing a quorum for the Annual Meeting. Shares present virtually during the Annual Meeting were considered shares of Common Stock represented in person at the Annual Meeting. Each share of Common Stock was entitled to one vote with respect to matters submitted to the Company’s stockholders at the Annual Meeting.

 

At the Annual Meeting, the Company’s stockholders were asked to vote on the following matters, which are described in detail in the Proxy Statement: (i) to elect two Class II director nominees to the Board, each to serve until the Company’s 2026 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal (“Proposal No. 1”) and (ii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 (“Proposal No. 2”).

 

The voting results reported below are final.

 

Proposal No. 1

 

Peter S. Kim, Ph.D. and Bernhardt Zeiher, M.D. were duly elected to the Company’s Board as Class II directors. The results of the election were as follows:

 

CLASS II DIRECTOR NOMINEE

   FOR   WITHHELD   BROKER
NON-VOTES		  
Peter S. Kim, Ph.D.   24,512,848   245,047   1,876,971  
Bernhardt Zeiher, M.D.   24,696,429   61,466   1,876,971  

 

Proposal No. 2

 

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. The results of the ratification were as follows:

 

FOR   AGAINST   ABSTAIN
26,634,250   606   10

 

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting. 

 

 

 

 

SIGNATURE

 

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.

 

  Entrada Therapeutics, Inc.
   
Date: June 8, 2023 By: /s/ Dipal Doshi
    Dipal Doshi
    President and Chief Executive Officer

 

 

 

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