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 10, 2021

SIGILON THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39746

47-4005543

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

100 Binney Street, Cambridge, MA

02142

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code): (617) 336-7540

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:

Trading

Name of each exchange

Title of each class

    

Symbol(s)

    

on which registered

Common Stock, $0.001 par value per

SGTX

The Nasdaq Global Select Market

share

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.

On June 10, 2021, Glenn Reicin delivered his resignation as the Chief Financial Officer and Treasurer of Sigilon Therapeutics, Inc. (the “Company”), effective June 14, 2021, to pursue a new professional opportunity with a privately held company. Mr. Reicin’s departure is not due to a dispute or disagreement with the Company. The Company has commenced a search for Mr. Reicin’s replacement.

Effective June 14, 2021, Rogerio Vivaldi, M.D., the Company’s President and Chief Executive Officer, assumed the duties of the Company’s principal financial officer, and, in addition, until such time as a successor is appointed, effective June 14, 2021, Josias Pontes, the Company’s Vice President, Head of Finance, assumed the duties of principal accounting officer.

Biographical information for Dr. Vivaldi is available in the Company’s proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 27, 2021 in connection with the Company’s 2021 annual meeting of stockholders, such information being incorporated herein by reference. Mr. Pontes, age 55, has served as the Company's Vice President, Head of Finance since November 2019. Prior to joining the Company, Mr. Pontes was Senior Director, Financial Planning and Analysis at Zafgen, Inc., a biotechnology company, from December 2017 to August 2019. From 2016 to 2018, Mr. Pontes served as Senior Director, Accounting Reporting and Consolidation and Financial Planning and Analysis at Juniper Pharmaceuticals, Inc. Mr. Pontes also worked in various finance roles of increasing responsibility at Genzyme, most recently serving as the Senior Director of Finance and Controller of the Rare Diseases business unit. He is a Certified Public Accountant (“CPA”), and holds an MBA from Ohio University and a B.A. from the FECAP University in Sao Paulo.

There is no family relationship between either Dr. Vivaldi or Mr. Pontes and any director or executive officer of the Company and neither Dr. Vivaldi or Mr. Pontes has a direct or indirect material interest required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On June 14, 2021, the Company announced in a press release that Philip Ashton-Rickardt, Ph.D. joined the Company as its Chief Scientific Officer, effective June 14, 2021. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

The information in Item 7.01 of this Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filling.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press Release Issued by Sigilon Therapeutics, Inc. on June 14, 2021


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.

SIGILON THERAPEUTICS, INC.

By:

/s/ Rogerio Vivaldi Coelho, M.D.

Rogerio Vivaldi Coelho, M.D.

President and Chief Executive Officer

Date: June 14, 2021


Exhibit 99.1

Graphic

Sigilon Therapeutics Appoints Philip Ashton-Rickardt, Ph.D., as Chief Scientific Officer

Cambridge, MA—June 14, 2021—Sigilon Therapeutics, Inc. (NASDAQ:SGTX), a biotechnology company that seeks to develop functional cures for chronic diseases through its Shielded Living Therapeutics™ platform, today announced the appointment of Philip Ashton-Rickardt, Ph.D., as Chief Scientific Officer (CSO). Most recently, Dr. Ashton-Rickardt served as Senior Vice President for Immunology at AZTherapies, Inc., where he was responsible for preclinical development of cell therapies, biologic and small molecule platform technologies to treat neurodegenerative diseases.

“We are excited to announce the addition of Philip to our leadership team. He is a highly regarded scientific leader, and we believe his experience in cell therapy and successful track record of developing platform technologies will be tremendous assets,” said Rogerio Vivaldi, M.D., President and CEO of Sigilon. “He’s joining us at an important time for the Company as we strategically advance our growing pipeline of novel therapeutics for the treatment of a wide range of chronic diseases. The breadth and depth of Philip’s experience will be instrumental in helping us leverage the modularity of our Shielded Living Therapeutics™ platform as we advance multiple programs.”

Dr. Ashton-Rickardt joined AZTherapies in 2019 in connection with its acquisition of Smith Therapeutics, a private company founded by Dr. Ashton-Rickardt to develop a cutting-edge technology platform that he invented using modified T cells designed to restore a healthy balance of inflammatory and regulatory cells in the brain. Prior to launching Smith Therapeutics in 2017, Dr. Ashton-Rickardt was Chair in Immunology at Imperial College London, Visiting Professor, Brigham and Women’s Hospital, Harvard Medical School, and Associate Professor in the Department of Pathology at the University of Chicago. He was awarded tenure by The University of Chicago and is the recipient of the Early Career Award for Scientists and Engineers from President Bill Clinton. He has published more than 65 peer-reviewed papers in more than 30 academic journals (including Cell, Science, Immunity, and Nature Immunology), has served as an editor for several academic journals, and has been a member of grant review boards globally. Dr. Ashton-Rickardt earned a B.Sc. in Biochemistry from the University of London, King’s College and a Ph.D. in Molecular Biology from the University of Edinburgh.

Added Dr. Ashton-Rickardt: “I am thrilled to be joining this talented team. I look forward to exploring the potential of this novel platform technology in hopes of further expanding Sigilon’s robust pipeline and delivering on its commitment to improve the lives of patients living with chronic diseases.”

About Sigilon Therapeutics
Sigilon Therapeutics seeks to develop functional cures for chronic diseases through its Shielded Living Therapeutics™ platform. Sigilon’s product candidates are non-viral engineered cell-based therapies designed to produce the crucial proteins, enzymes or factors needed by patients living with chronic diseases such as hemophilia, lysosomal diseases and diabetes. The engineered cells are protected by Sigilon’s Afibromer™ biomaterials matrix, which shields them from immune rejection and fibrosis. Sigilon was founded by Flagship Pioneering in conjunction with Daniel Anderson, Ph.D., and Robert Langer, Sc.D., of the Massachusetts Institute of Technology.


Forward-Looking Statements
This press release includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters, including the modularity of our platform technology and the potential benefits of our pipeline and product candidates. Each forward-looking statement contained in this press release is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, that we have incurred significant losses since inception and our need for additional funding; the SLTx platform consists of novel technologies that are not yet clinically validated for human therapeutic use; that we have only any results from the testing of any of our product candidates in clinical trials and any favorable preclinical results are not predictive of results that may be observed in clinical trials; we may be unable to obtain and maintain patent protection and other intellectual property rights for SIG-001 or any other product candidates and for our SLTx platform, or the scope of the patent and other intellectual property protection obtained may not be sufficiently broad; and the risks identified under the heading “Risk Factors” in our Quarterly Report on Form 10-Q for the period ended March 31, 2021 and in any subsequent filings with the Securities and Exchange Commission. We caution investors not to place considerable reliance on the forward-looking statements contained in this press release. You are encouraged to read our filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this document, and we undertake no obligation to update or revise any of these statements.  Our business is subject to substantial risks and uncertainties, including those referenced above. Investors, potential investors, and others should give careful consideration to these risks and uncertainties.

Investor Contacts
Rob Windsor
Sigilon Therapeutics, Head of Investor Relations
robert.windsor@sigilon.com
617-586-3837

Mike Biega
Solebury Trout
mbiega@soleburytrout.com
617-913-8890

Media Contact
Amy Bonanno
Solebury Trout
abonanno@soleburytrout.com
914-450-0349