Current Report Filing (8-k)
December 15 2022 - 7:01AM
Edgar (US Regulatory)
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2022-12-12
2022-12-12
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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): December 12, 2022
AXCELLA
HEALTH INC.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-38901 |
|
26-3321056 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
840
Memorial Drive
Cambridge,
Massachusetts |
02139 |
| (Address
of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area
code: (857) 320-2200
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 ( see General Instruction A.2. below):
| ¨ |
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, $0.001 Par Value |
|
AXLA |
|
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 2.05 |
Costs Associated
with Exit or Disposal Activities. |
On December 12, 2022, the Board of Directors (the “Board”)
of Axcella Health Inc. (the “Company” or “Axcella”), doing business as “Axcella Therapeutics,” approved
a reprioritization of its programs for Long Covid Fatigue and Nonalcoholic Steatohepatitis (NASH) and a restructuring of operations to
support its streamlined set of priorities. As part of this restructuring, the Board approved a reduction in force of approximately 85%
of the Company’s workforce. Robert Crane, the Company’s Chief Financial Officer and Virginia Dean, the Company’s Senior
Vice President, Chief People Officer were each part of the reduction in force. The reduction in force is a measure to manage costs and
conserve cash resources with the goal of maximizing the opportunities available to Axcella during the Board’s review of strategic
alternatives to maximize shareholder value.
The Company expects to record a charge of up to $2.1 million in the
fourth quarter of 2022 relating to the reduction in force, which is expected to consist of employee severance and other restructuring
related costs and expenses. The Company’s management will continue to re-evaluate the estimated costs and expenses set forth above
and may revise the estimated restructuring charge as appropriate, consistent with generally accepted accounting principles.
| Item 5.02 |
Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As part of the reduction in force, Robert Crane, the Company’s
Chief Financial Officer and principal financial officer and Virginia Dean, the Company’s Senior Vice President, Chief People Officer
will step down from their positions effective December 14, 2022.
| Item 7.01 |
Regulation FD
Disclosure. |
On
December 14, 2022, the Company issued a press release entitled “Axcella Announces Program Reprioritization and Corporate
Restructuring.” The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The information in this Item 7.01 and Exhibit 99.1 attached
hereto shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended,
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
On December 12, 2022, the Board approved the immediate suspension
its EMMPACT Phase 2b clinical trial of AXA1125 for the treatment of NASH, to allow Axcella to focus on AXA1125 for the treatment
of Long Covid.
On December 14, 2022, the Company announced that it had reached
an agreement with SLR Investment Corp. (f/k/a Solar Capital Ltd.) (“SLR”) to paydown its remaining debt obligations under
its Loan and Security Agreement.
| Item 9.01 |
Financial Statements and Exhibits. |
(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 hereunto duly authorized.
| |
AXCELLA HEALTH INC. |
| |
|
| Date: December 15, 2022 |
By: |
/s/ William R. Hinshaw, Jr. |
| |
|
William R. Hinshaw, Jr. |
| |
|
Chief Executive Officer, President and Director |
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