Kaleido Biosciences Inc. filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Other Events, Leadership Update, Financial Statements and Exhibits

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): April 8, 2022

KALEIDO BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (617) 674-9000

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:

Securities registered pursuant to Section 12(b) of the Act:

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  ☒

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.  ☐

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.

(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.

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.

(d) Exhibits:

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 thereunto duly authorized.