morf-20220315

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 15, 2022

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Morphic Holding, Inc.

(Exact Name of Registrant as Specified in its Charter)

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Delaware	001-38940	47-3878772
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)


35 Gatehouse Drive, A2
Waltham,	Massachusetts	02451
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 996-0955

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

MORF

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 ☐

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

Resignation and Reappointment of a Director due to Reclassification

On March 14, 2022, Dr. Martin Edwards resigned as a Class II director of Morphic Holding, Inc. (the “Company”) and the board of directors of the Company (the “Board”) immediately reappointed Mr. Edwards as a Class III director in order to achieve an equal apportionment of membership among the Board’s three classes of directors. The resignation and reappointment of Mr. Edwards was effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible, and for all other purposes, Mr. Edwards’ service on the Board is deemed to have continued uninterrupted. There were no changes to Mr. Edwards’ committee assignments or compensation as a non-employee director as a result of the resignation as a Class II director and appointment as a Class III director. Following Dr. Edward’s re-appointment, the composition Board is as follows:

Class I: Norbert Bischofberger, Joseph P. Slattery and Timothy A. Springer.

Class II: Gustav Christensen, Susannah Gray and Amir Nashat.

Class III: Praveen Tipirneni, Nisha Nanda and Martin Edwards.

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.


	MORPHIC HOLDING, INC.

Date: March 15, 2022	By:	/s/ Marc Schegerin
		Marc Schegerin, M.D.
		Chief Financial Officer and Chief Operating Officer

Morphic Holding Inc. filed SEC Form 8-K: Leadership Update