8-K

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): September 26, 2023

_______________________________________________________________________________________

Morphic Holding, Inc.

(Exact Name of Registrant as Specified in its Charter)

______________________________________________________________________________________

Delaware	001-38940	47-3878772
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

35 Gatehouse Drive, A2
Waltham,	Massachusetts	02451
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (781) 996-0955

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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	MORF	The Nasdaq Global 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 Officer; Compensatory Arrangements of Certain Officers.

Morphic Holding, Inc. (“Morphic” or “our”) announces that Praveen Tipirneni, M.D., our Chief Executive Officer, experienced an unexpected medical event, is actively recovering, and is taking a temporary medical leave of absence. Effective immediately, our Chief Financial Officer and Chief Operating Officer, Marc Schegerin, M.D., and our President, Bruce N. Rogers, Ph.D., will assume day-to-day operational responsibilities in the near-term. Biographical information for Dr. Rogers and Dr. Schegerin may be found in Morphic’s definitive proxy statement relating to its 2023 Annual Meeting of Shareholders filed with the U.S. Securities and Exchange Commission (the “Commission”) on April 21, 2023.

A copy of a press release dated September 26, 2023 announcing this appointment has been included as Exhibit 99.1 to this Current Report on Form 8-K but shall not be deemed “filed” for 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, nor shall it be deemed incorporated by reference into any other filing under the Exchange Act or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Description
99.1	Press release issued by Morphic Holding, Inc. dated September 26, 2023.
104	The cover page on this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURE

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.

	MORPHIC HOLDING, INC.
Date: September 26, 2023	By:	/s/ Marc Schegerin
		Marc Schegerin, M.D.
		Chief Financial Officer and Chief Operating Officer

EX-99.1

Exhibit 99.1

Morphic Holdings Announces CEO Dr. Praveen Tipirneni to Take Temporary Medical Leave of Absence

WALTHAM, Mass., Sept. 26, 2023 (GLOBE NEWSWIRE) – Morphic Holdings Inc. (Nasdaq: MORF) today announced that Chief Executive Officer Dr. Praveen Tipirneni suffered an emergent medical event and is taking a medical leave of absence. Dr. Tipirneni is expected to return to his role as Chief Executive Officer after he recovers. In the interim, Morphic’s executive team, led by Dr. Bruce Rogers, President and Dr. Marc Schegerin, COO and CFO, will continue with its leadership in day-to-day operational activities on a normal basis.

“Praveen’s health and continued recovery is the only focus for him and his family. We are sending them our thoughts and support and we look forward to him returning in good health,” said Gustav Christensen, Morphic’s Chairman of the Board of Directors. “In the meantime, our highly seasoned and experienced executives will work collaboratively, as always, to maintain business operations and ensure that the Company’s strategic objectives remain on track during Praveen’s leave.”

Morphic expects no interruptions or changes to its business operations and will provide an update on Dr. Tipirneni’s health as soon as is practicable. The Company remains confident in its differentiated proprietary pipeline and MInT platform technology to treat the high unmet need of serious chronic diseases, including the development prospects for MORF-057 in IBD.

About Morphic Holdings

Morphic Holdings is a biopharmaceutical company developing a portfolio of oral integrin therapies for the treatment of serious chronic diseases, including autoimmune, cardiovascular, and metabolic diseases, fibrosis, and cancer. Morphic is also advancing its pipeline and discovery activities in collaboration with Schrödinger using its proprietary MInT technology platform which leverages the Company’s unique understanding of integrin structure and biology. For more information, visit www.morphictx.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking” statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including, but not limited to: the company’s management team and operational objectives. Statements including words such as “believe,” “plan,” “continue,” “expect,” “will be,” “develop,” “signal,” “potential,” “anticipate” or “ongoing” and statements in the future tense are forward-looking statements. These forward-looking statements involve risks and uncertainties, as well as assumptions, which, if they do not fully materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are subject to risks and uncertainties that may cause Morphic’s actual activities or results to differ significantly from those expressed in any forward-looking statement, including risks and uncertainties disclosed in this press release and other risks set forth in our filings with the Securities and Exchange Commission, including Morphic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 23, 2023 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed with the SEC on August 23, 2023. These forward-looking statements speak only as of the date hereof and Morphic specifically disclaims any obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts

Morphic Therapeutic

Chris Erdman

chris.erdman@morphictx.com

617.686.1718

XML

Cover Page	Sep. 26, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 26, 2023
Entity Registrant Name	Morphic Holding, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38940
Entity Tax Identification Number	47-3878772
Entity Address, Address Line One	35 Gatehouse Drive, A2
Entity Address, City or Town	Waltham,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02451
City Area Code	781
Local Phone Number	996-0955
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	MORF
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001679363
Amendment Flag	false