Current Report Filing (8-k)
10 April 2023 - 11:44PM
Edgar (US Regulatory)
0001689657
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2023-04-06
2023-04-06
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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
April 6, 2023
Date of Report (Date
of earliest event reported)
PhenomeX Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39388 |
|
35-2415390 |
(State
or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S.
Employer
Identification No.) |
5858 Horton Street, Suite 320
Emeryville, California 94608
(Address of principal
executive offices) (Zip Code)
(510) 858-2855
(Registrant’s telephone
number, including area code)
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, $0.00005 par value |
|
CELL |
|
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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
On April 6, 2023, the Board of Directors (the “Board”)
of PhenomeX Inc. (the “Company”) appointed Peter Silvester, to the Board as a Class III director, effective as of April 6,
2023, to serve for a term expiring at the Company’s 2023 annual meeting of stockholders. Also effective April 6, 2023, the Board
appointed Mr. Silvester to serve as a member of the Audit Committee and Compensation & Leadership Development Committee of the Board.
As provided
in the Company’s Non-Employee Director Compensation Program, as amended, Mr. Silvester will receive an annual cash
retainer of $40,000 per year and additional annual retainers for committee service as described in the Company’s Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2022. The Board approved that Mr. Silvester will
receive an initial equity award at the Company’s 2023 annual meeting of stockholders on terms approved by the Board and in lieu
of the initial equity award under the Company’s Non-Employee Director Compensation Program. The Company also entered into its standard
indemnification agreement with Mr. Silvester, the form of which was filed as Exhibit 10.5 of the Company’s registration statement
on Form S-1 filed with the Securities and Exchange Commission on July 13, 2020.
There are
no arrangements or understandings between Mr. Silvester, on the one hand, and any other persons, on the other hand, pursuant to
which Mr. Silvester was selected as a director of the Company. Mr. Silvester is not a party to any transaction required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
SIGNATURES
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.
Date: April 10, 2023 |
PhenomeX Inc. |
|
|
|
|
By: |
/s/ Scott Chaplin |
|
|
Scott Chaplin |
|
|
Chief Legal Officer |
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