SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 1, 2021
CABALETTA BIO, INC.
(Exact name of Registrant as Specified in its Charter)
|(State or other jurisdiction
2929 Arch Street, Suite 600,
|(Address of principal executive offices)||(Zip Code)|
(Registrants telephone number, including area code)
(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
Name of Each Exchange
on Which Registered
|Common Stock, par value $0.00001 per share||CABA||The Nasdaq Global Select 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 5.07 Submission of Matters to a Vote of Security Holders.
Cabaletta Bio, Inc., a Delaware corporation (the Company) held its Annual Meeting of Stockholders (the Annual Meeting) on June 1, 2021. As of April 9, 2021, the record date for the Annual Meeting, there were 20,144,464 outstanding shares of the Companys common stock. The Companys stockholders voted on the following matters, which are described in detail in the Companys Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 21, 2021: (i) to elect two directors, Catherine Bollard, MBChB, M.D. and Richard Henriques, MBA, as Class II directors of the Company to serve for a three-year term expiring at the Companys 2024 annual meeting of stockholders and until their successor has been duly elected and qualified, subject to their earlier death, resignation or removal (Proposal 1) and (ii) to ratify the appointment of Ernst & Young as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2021 (Proposal 2).
The Companys stockholders approved the Class II director nominees, Catherine Bollard, MBChB, M.D. and Richard Henriques, MBA, recommended for election in Proposal 1 at the Annual Meeting. The votes cast at the Annual Meeting were as follows:
Catherine Bollard, MBChB, M.D.
Richard Henriques, MBA
The Companys stockholders ratified the appointment of Ernst & Young as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2021, recommended for ratification in Proposal 2 at the Annual Meeting. The votes cast at the Annual Meeting were as follows:
No other matters were submitted to or voted on by the Companys stockholders at the Annual Meeting.
Item 7.01 Regulation FD Disclosure.
On June 3, 2021, the Company posted to the Investors & Media section of the Companys website at www.cabalettabio.com an updated corporate presentation providing a corporate overview and updated development plan (the Corporate Presentation). A copy of the Corporate Presentation is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01 of this Current Report on Form 8-K.
The information contained in Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
|99.1||Cabaletta Bio, Inc. Corporate Presentation, dated June 3, 2021.|
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
|CABALETTA BIO, INC.|
|Date: June 3, 2021||By:||/s/ Steven Nichtberger|
|Steven Nichtberger, M.D.|
|President and Chief Executive Officer|