UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No.1
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2023
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||||||||
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (650 ) 781-5200
N/A
(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 | ||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ☐
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. ☐
Explanatory Note
As previously reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2023 (the “Initial Form 8-K”), on April 20, 2023, we appointed Roger Dansey, M.D. to our Board of Directors (the “Board”). Dr. Dansey’s potential Board committee appointments had not been established at the time of the Initial Form 8-K. Dr. Dansey’s Board committee appointment has now been determined, and accordingly we are amending the Initial Form 8-K to include that information.
In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, the complete text of Item 5.02 of the Initial Form 8‑K, as amended hereby, is set forth below.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b)
On April 20, 2023, we appointed Roger Dansey, M.D. to our Board of Directors (the “Board”) as a Class I director with a term ending at our annual meeting of stockholders to be held in 2024. On May 26, 2023, Dr. Dansey was appointed as a member of the Nominating and Corporate Governance Committee of the Board.
In accordance with our non-employee director compensation policy, Dr. Dansey received an initial option grant to purchase 68,000 shares of our common stock. The option vests in a series of three annual installments over the three-year period measured from the date of grant. Dr. Dansey is also eligible to receive an annual retainer of $40,000 for his service on the Board, an additional annual retainer of $4,000 for his service on the Nominating and Corporate Governance Committee of the Board, and an annual option grant on the date of each of our annual stockholder meetings. Dr. Dansey’s annual option grant at our 2023 annual meeting of stockholders will be prorated in accordance with our non-employee director compensation policy.
We have also entered into our standard form of indemnity agreement for directors and officers with Dr. Dansey.
SIGNATURES
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.
| KRONOS BIO, INC. | ||||||||||||||
| Dated: May 30, 2023 | By: | /s/ Norbert Bischofberger | ||||||||||||
| Norbert Bischofberger, Ph.D. | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||