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 14, 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 14, 2021, the Board of Directors (the “Board”) of Sigilon Therapeutics, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Brooke Story, to the Board, effective immediately, as a Class III director whose term will expire at the Company’s 2023 Annual Meeting of Stockholders.

On June 14, 2021, Ms. Story was also appointed to serve as a member of the Audit Committee of the Board. In connection with Ms. Story’s appointment to the Audit Committee, Doug Cole, M.D., resigned as a member of the Audit Committee. Dr. Cole will continue as Chairperson of the Board and the Nominating and Corporate Governance Committee.

There are no family relationships between Ms. Story and any director or executive officer of the Company, and she does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Story will be compensated in accordance with the Company’s Non-Employee Director Compensation Policy (the “Policy”).  Pursuant to the Policy, on June 14, 2021, Ms. Story was granted an initial, one-time equity award of an option to purchase 17,777 shares of the Company’s common stock with an exercise price of $11.19, which was the closing price of the Company’s common stock on the date of grant. The option has a ten-year term, and one-third of the shares underlying the option will vest on each of the first three anniversaries of the date of grant, subject to Ms. Story’s continuous service through each applicable vesting date.

Pursuant to the Policy, Ms. Story will receive an annual cash retainer in the amount of $35,000 for service on the Board and an additional annual cash retainer in the amount of $7,500 for service as a member of the Audit Committee. Ms. Story will also be entitled to receive an annual award of an option to purchase 8,888 shares of the Company’s common stock, provided that in no event will any such annual grant have a grant date fair value, determined in accordance with FASB ASC 718, that exceeds $300,000. Such annual awards will be granted starting with the Company’s 2022 Annual Meeting of Stockholders, and the award will vest in full on the first anniversary of the date of grant, subject to Ms. Story’s continued service through the vesting date.

The Company also intends to enter into its standard form of indemnification agreement with Ms. Story.

Item 7.01 Regulation FD Disclosure.

On June 16, 2021, the Company announced in a press release the appointment of Ms. Story to the Board. 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 16, 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 16, 2021


Exhibit 99.1

Graphic

Sigilon Therapeutics Appoints Brooke Story, M.B.A., to its Board of Directors

Cambridge, MA—June 16, 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 Brooke Story to its Board of Directors.

“I am delighted to welcome Brooke to our Board,” said Rogerio Vivaldi, M.D., President and CEO of Sigilon. “Brooke’s extensive commercial and operating expertise will be valuable as we advance our non-viral engineered cell-based therapies through the clinic. We look forward to her insights and contributions as we work together to bring functional cures to patients with a wide range of chronic diseases.”  

Ms. Story currently serves as President of BD Integrated Diagnostic Solutions, where she is responsible for driving global strategic, operational and commercial performance and customer experience across a portfolio of diagnostic solutions. Prior to joining BD, she served in roles of increasing responsibility at Medtronic for a period of more than fifteen years. Most recently, she served as President of Pelvic Health and Gastric Therapies at Medtronic. She also held leadership roles in sales and marketing within Medtronic’s Restorative Therapies Group from 2016 to 2018. She received a number of awards for her efforts to bring new technologies and therapies to market while at Medtronic, including the Wallin Award and Star of Excellence. She also served as a Board observer for an early stage device company and Chair of Medtronic’s African Descent Network, an organization responsible for supporting Medtronic’s mission driven goals of increasing inclusion and diverse representation in leadership. Ms. Story holds an M.B.A. from the University of Michigan and a B.S. in industrial engineering from the University of Tennessee.

Commented Ms. Story: “This is an exciting time for Sigilon as it advances a wide range of product candidates. Its strong patient-first culture and innovative platform technology offer a highly differentiated, modular approach to drug development and potential future commercialization. I look forward to supporting the continued growth and diversity of Sigilon’s robust pipeline and team.”

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, the potential benefits of our platform and product candidates and our ability to advance multiple pipeline programs. 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