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 8, 2021

Finch Therapeutics Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-40227	82-3433558
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
200 Inner Belt Road, Suite 400 Somerville, Massachusetts 02143		02143
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 229-6499

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, $0.001 par value per share	FNCH	The Nasdaq Stock Market LLC

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 August 31, 2021, the Board of Directors (the “Board”) of Finch Therapeutics Group, Inc. (the “Company”) appointed Marc Blaustein to serve as the Company’s Chief Operating Officer, effective September 8, 2021.

Mr. Blaustein, age 58, most recently consulted as Head of Business Development for Guide Therapeutics, from 2019 to 2021, which was acquired by Beam Therapeutics in 2021. Prior to Guide Therapeutics, Mr. Blaustein was the Chief Executive Officer of NED Biosystems from 2017 to 2019 and co-founder and Chief Executive Officer of Akashi Therapeutics from 2011 to 2017. Before founding Akashi, he served in various leadership positions across several biotechnology companies, including Senior Vice President of Manufacturing, Process and Commercial Operations at Dyax Corp. (now Takeda). Prior to Dyax, Mr. Blaustein held business development and management roles at Alkermes plc and worked in business development at Genetics Institute (now Pfizer). Mr. Blaustein began his career in management consulting, first at Mercer Management Consulting, and then as a founding partner of Northbridge Consulting. Mr. Blaustein has a B.A. in biology from the University of Pennsylvania and an M.P.P. from Harvard University. He is also a Chartered Financial Analyst charterholder.

In connection with his appointment, the Company entered into an employment agreement with Mr. Blaustein (the “Employment Agreement”), pursuant to which he will be entitled to an annual base salary of $400,000, an annual target bonus with a target amount equal to 40% of his annual base salary and certain severance benefits in the event of a qualifying termination of employment. In addition, the Compensation Committee of the Board has granted Mr. Blaustein options to purchase up to 150,000 shares of the Company’s common stock pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”). Mr. Blaustein’s options will vest over a four-year period, with 25% of the shares vesting on the one-year anniversary of the grant date, with the remainder vesting monthly in equal installments over the following 36 months, such that it will vest in full on the four-year anniversary of the grant date, subject to Mr. Blaustein’s continuous employment as of such vesting dates. Mr. Blaustein is also eligible for additional equity awards under the Plan, as may be granted from time to time.

If Mr. Blaustein’s employment is terminated by the Company involuntarily without “cause” and not due to death or “disability”, or Mr. Blaustein resigns for “good reason” (each as defined in the Employment Agreement), in each case, not in connection with a “change in control” (as defined in the Plan), then Mr. Blaustein shall be entitled to (1) cash severance equal to nine months of base salary, paid in nine equal monthly installments; (2) the same life, accident, health and dental insurance benefits, if any, he was receiving immediately prior to the termination of employment for up to 12 months, provided, that if his continued participation is not possible under the terms of any one or more of those insurance plans, and if he was participating in the Company’s group health plan immediately prior to the date of termination and timely elects COBRA health continuation, then the Company shall pay to Mr. Blaustein a monthly payment in a gross amount equal to the COBRA premium for up to 12 months; and (3) any unpaid annual bonus that is earned and payable and approved by the Board.

If within 12 months following a change in control, Mr. Blaustein is terminated by the Company (or a successor) involuntarily without cause and not due to death or disability, or Mr. Blaustein resigns for good reason, then Mr. Blaustein shall be entitled to (1) cash severance equal to 12 months of base salary, paid in 12 equal monthly installments; (2) the same life, accident, health and dental insurance benefits, if any, that the executive was receiving immediately prior to the termination of employment for up to 12 months, provided, that if his continued participation is not possible under the terms of any one or more of those insurance plans, and if he was participating in the Company’s group health plan immediately prior to the date of termination and timely elects COBRA health continuation, then the Company shall pay to Mr. Blaustein a monthly payment in a gross amount equal to the COBRA premium for up to 12 months; (3) any unpaid annual bonus that is earned and payable and approved by the Board; (4) a lump sum payment equal to Mr. Blaustein’s target bonus pro-rated for the calendar year of termination; and (5) any equity awards with respect to Company stock then held by Mr. Blaustein which vest based on continued service shall become fully vested and exercisable as of the date of such termination.

In the event Mr. Blaustein’s employment terminates for cause, or Mr. Blaustein terminates his employment for any reason other than good reason, then Mr. Blaustein shall not be entitled to any severance benefits or other consideration; provided that, if the Company does not waive the non-competition provisions of Mr. Blaustein’s employment agreement in connection with such termination, the Company will pay Mr. Blaustein an amount equal to the sum of six times his monthly base salary (at the monthly base salary rate in effect for the executive immediately prior to the termination of his employment), except to the extent such termination arises from Mr. Blaustein’s breach of his fiduciary duty or theft of Company property (whether physical or electronic).

The Company also entered into its standard form of indemnification agreement with Mr. Blaustein, a copy of which has been filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-253622) filed with the Securities and Exchange Commission on March 15, 2021, and is incorporated herein by reference.

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There are no family relationships between Mr. Blaustein and any director or executive officer of the Company, and he 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.

Item 7.01. Regulation FD.

On September 8, 2021, the Company issued a press release announcing the appointment of Mr. Blaustein as Chief Operating Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing with the Securities and Exchange Commission made by the Company, regardless of any general incorporation language in such filing, except as otherwise expressly stated in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated September 8, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 thereunto duly authorized.

	FINCH THERAPEUTICS GROUP, INC.
Date: September 8, 2021	By:	/s/ Mark Smith
		Mark Smith, Ph.D.
		Chief Executive Officer

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EX-99.1

Exhibit 99.1

Finch Therapeutics Announces the Appointment of Marc Blaustein as Chief Operating Officer

SOMERVILLE, Mass., September 8, 2021 (GLOBE NEWSWIRE) -- Finch Therapeutics Group, Inc. (“Finch” or “Finch Therapeutics”) (Nasdaq: FNCH), a clinical-stage microbiome therapeutics company leveraging its Human-First Discovery® platform to develop a novel class of orally administered biological drugs, today announced the appointment of Marc Blaustein as Chief Operating Officer. Mr. Blaustein is a seasoned biopharmaceutical executive with more than 20 years of experience building and leading companies and critical business functions including operations, business development, program management, and manufacturing.

“I am delighted to welcome Marc to the Finch team at a time when we are positioned to make significant advancements across our microbiome therapeutics platform,” said Mark Smith, PhD, Chief Executive Officer of Finch Therapeutics. “Marc has demonstrated immediate impact within the companies he joins and we believe his broad skillset and successful track record in drug development and commercialization will be invaluable to our organization. I look forward to leveraging Marc’s experience and operational expertise as Finch enters its next phase of growth, with our lead candidate in late-stage clinical development and a growing pipeline of programs headed towards the clinic with an expected data-rich period ahead.”

“The field of microbiome therapeutics is an incredibly exciting emerging target for innovation and Finch’s platform offers a novel modality to potentially address a wide range of serious unmet medical needs. I am thrilled to join Finch at such a pivotal time and hope to draw from my experience to continue building upon the momentum generated by Finch’s promising clinical data and translational research,” said Mr. Blaustein.

Mr. Blaustein most recently consulted as the Head of Business Development for Guide Therapeutics, which was acquired by Beam Therapeutics in 2021. Prior to Guide Therapeutics, Mr. Blaustein was the Chief Executive Officer of NED Biosystems and co-founder and Chief Executive Officer of Akashi Therapeutics. Before founding Akashi, he served in various leadership positions across several biotechnology companies, including Senior Vice President of Manufacturing, Process and Commercial Operations at Dyax Corp. (now Takeda), where he led the development of Kalbitor®. Prior to Dyax, Mr. Blaustein held business development and management roles at Alkermes, where he initiated and led the development program for Vivitrol®. Prior to Alkermes, Mr. Blaustein worked in business development at Genetics Institute (now Pfizer). Mr. Blaustein began his career in management consulting, first at Mercer Management Consulting, and then as a founding partner of Northbridge Consulting. Mr. Blaustein received his master’s degree in Public Policy from Harvard University and bachelor’s degree in Biology from the University of Pennsylvania. He is also a Chartered Financial Analyst (CFA) charterholder.

About Finch Therapeutics

Finch Therapeutics is a clinical-stage microbiome therapeutics company leveraging its Human-First Discovery® platform to develop a novel class of orally administered biological drugs. With the capabilities to develop both complete and targeted microbiome therapeutics, Finch is advancing a rich pipeline of candidates designed to address a wide range of unmet medical needs. Finch’s lead candidate, CP101, is in late-stage clinical development for the prevention of recurrent C. difficile infection (CDI), and has received Breakthrough Therapy and Fast Track designations from the U.S. Food and Drug Administration. In June 2020, Finch announced that CP101 met its primary efficacy endpoint in PRISM3,

the first of two pivotal trials to support the development of CP101 for the prevention of recurrent CDI. PRISM4, a Phase 3 trial, is designed to serve as the second pivotal trial of CP101 for recurrent CDI. Finch is also developing CP101 for the treatment of chronic hepatitis B virus, and FIN-211 for the treatment of the gastrointestinal and behavioral symptoms of autism spectrum disorder. Finch has a partnership with Takeda focused on the development of targeted microbiome therapeutics for inflammatory bowel disease.

Human-First Discovery^® is a registered trademark of Finch Therapeutics Group, Inc.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Words such as "anticipates," "believes," "expects," "intends," “plans,” “potential,” "projects,” “would” and "future" or similar expressions are intended to identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding: Finch’s strategy and plans, including in regards to development activities as well as Finch’s ability to advance a novel class of therapeutics across its platform and pipeline. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among others: Finch’s limited operating history and historical losses; Finch’s ability to raise additional funding to complete the development and any commercialization of its product candidates; Finch’s dependence on the success of its lead product candidate, CP101; the possibility that Finch may be delayed in initiating, enrolling or completing any clinical trials; results of clinical trials may not be indicative of final or future results from later stage or larger clinical trials (or in broader patient populations once the product is approved for use by regulatory agencies) or may not be favorable or may not support further development; Finch’s product candidates may not generate the benefits to patients that are anticipated; anticipated regulatory approvals may be delayed or refused; competition from third parties that are developing products for similar uses; Finch’s ability to maintain patent and other intellectual property protection and the possibility that Finch’s intellectual property rights may be infringed, invalid or unenforceable or will be threatened by third parties; Finch’s ability to qualify and scale its manufacturing capabilities in anticipation of commencement of multiple global clinical trials; Finch’s lack of experience in selling, marketing and distributing its product candidates; Finch’s dependence on third parties in connection with manufacturing, clinical trials and preclinical studies; and risks relating to the impact and duration of the COVID-19 pandemic on Finch’s business. These and other risks are described more fully in Finch’s filings with the Securities and Exchange Commission (“SEC”), including the section titled “Risk Factors” in in Finch’s Quarterly Report on Form 10-Q filed with the SEC on August 10, 2021, as well as discussions of potential risks, uncertainties, and other important factors in Finch’s other filings with the SEC. All forward-looking statements contained in this press release speak only as of the date on which they were made. Except to the extent required by law, Finch undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

Investor Contact:

Laurence Watts

Gilmartin Group

(619) 916-7620

laurence@gilmartinir.com

or

Stephen Jasper

Gilmartin Group

(858) 525-2047

stephen@gilmartinir.com

Media Contact:

Jenna Urban

Berry & Company Public Relations

(212) 253-8881

jurban@berrypr.com

XML

Document and Entity Information	Sep. 08, 2021
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Sep. 08, 2021
Entity Registrant Name	Finch Therapeutics Group, Inc.
Entity Emerging Growth Company	true
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Entity Incorporation State Country Code	DE
Entity Tax Identification Number	82-3433558
Entity Address, Address Line One	200 Inner Belt Road
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Somerville
Entity Address, State or Province	MA
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City Area Code	617
Local Phone Number	229-6499
Written Communications	false
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Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security12b Title	Common Stock, $0.001 par value per share
Trading Symbol	FNCH
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