8-K 1 d811246d8k.htm FORM 8-K Form 8-K





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)

October 24, 2019



Twist Bioscience Corporation

(Exact name of registrant as specified in its charter)




Delaware   001-38720   46-205888

(State or other jurisdiction

of incorporation)



File Number)


(I. R. S. Employer

Identification No.)

455 Mission Bay Boulevard South

Suite 545

San Francisco, CA 94158

(Address of principal executive offices, including ZIP code)

(800) 719-0671

(Registrant’s telephone number, including area code)

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:


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    TWST    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 October 24, 2019, the Board elected Nicolas Barthelemy to the Board, effective immediately. Mr. Barthelemy will serve as a Class II director until the Company’s 2020 Annual Meeting, or until his successor has been duly elected and qualified. Mr. Barthelemy was appointed to a newly created vacancy on the Board resulting from an increase in the size of the Board from nine to ten members. The Board also appointed Mr. Barthelemy to serve on the Audit and Compensation Committees.

There are no arrangements or understandings between Mr. Barthelemy and any other persons pursuant to which he was selected as a director. Mr. Barthelemy has no family relationships with any of the Company’s directors or executive officers.

As a non-employee director, Mr. Barthelemy will be compensated for his services in the manner described in the Company’s current Non-Employee Director Compensation Policy. The Company has also entered into its standard form of Indemnification Agreement with Mr. Barthelemy in connection with his appointment to the Board.

On October 25, 2019, the Company issued a press release announcing the appointment of Mr. Barthelemy to the Board, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.




99.1    Press release dated October 25, 2019 titled “Twist Bioscience Appoints Seasoned Life Sciences Industry Executive Nicolas M. Barthelemy to Board of Directors.”


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.


Date: October 25, 2019       Twist Bioscience Corporation

/s/ Mark Daniels

      Mark Daniels
      Senior Vice President, Chief Legal Officer, Chief Ethics and Compliance Officer, and Secretary