UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the month of June 2023

Commission File Number 001-40316

VECTIVBIO HOLDING AG

(Exact name of registrant as specified in its charter)

Aeschenvorstadt 36

4051 Basel

Switzerland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~Extraordinary~~Completion ~~General~~of ~~Meeting~~the ~~Results~~Ironwood Tender Offer

On ~~June~~May 2621, 2023, VectivBio Holding AG, ~~(the~~a ~~“Company”)~~corporation ~~held~~limited anby ~~extraordinary~~shares ~~general~~organized ~~meeting~~under the laws of ~~shareholders~~Switzerland (~~the~~ “~~EGM~~VectivBio”)., entered ~~Shareholders~~into ~~registered~~a asTransaction ~~shareholders~~Agreement (the “Transaction Agreement”) with ~~voting~~Ironwood ~~rights~~Pharmaceuticals, inInc., ~~the~~a ~~share~~Delaware ~~register~~corporation of(“Ironwood”). ~~the~~Pursuant ~~Company~~to asthe ofTransaction ~~May 22~~Agreement, ~~2023,~~and atupon ~~10:00~~the ~~p.m.~~terms ~~CEST~~and /subject ~~4:00~~to ~~p.m.~~the ~~EDT~~conditions set ~~were~~forth ~~entitled~~therein, toon ~~vote~~May 31, at2023, ~~the~~Ironwood ~~EGM.~~commenced Ata ~~the~~cash ~~EGM,~~tender offer (the ~~holders~~“Offer”) ofto aacquire ~~total~~all of ~~46,397,237~~ ~~votes of~~ the ~~Company’s~~outstanding registered ordinary shares ~~were represented~~, ~~all~~nominal value of ~~which~~CHF ~~were~~0.05 ~~represented~~per byshare, ~~the~~of ~~independent~~VectivBio ~~proxy.~~(the A“Shares”), ~~copy~~at of a price ~~press~~per ~~release~~share ~~issued~~equal byto ~~the~~$17.00, ~~Company~~net ~~regarding~~to the ~~results~~seller ofin ~~the~~cash, ~~EGM~~without isinterest, ~~attached~~and ~~hereto~~subject asto ~~Exhibit~~deduction ~~99.1~~for ~~and is~~any ~~incorporated~~applicable ~~herein~~withholding ~~by reference~~taxes.

The ~~following~~Offer ~~are~~and any withdrawal rights in connection therewith expired one minute after 11:59 P.M., Eastern Time, on June 28, 2023 (the “Expiration ~~voting~~Date”). ~~results~~VectivBio ~~for~~has been advised that, as of the ~~proposals~~Expiration ~~considered~~Date, 59,287,753 Shares have been validly tendered and ~~voted~~not ~~upon~~validly atwithdrawn pursuant to the ~~EGM~~Offer, ~~each~~representing approximately 94.40% of the Shares outstanding (not ~~which~~including 2,007,310 ~~other~~Shares ~~than~~delivered ~~Agenda~~pursuant ~~Items~~to 1guaranteed ~~and~~delivery 4procedures, ~~required~~representing approximately 3.20% of the ~~absolute~~Shares ~~majority~~outstanding). The number of Shares validly tendered and not validly withdrawn pursuant to the ~~votes~~Offer ~~represented~~satisfied atthe Minimum Condition (as defined in the ~~EGM~~Transaction Agreement). ~~Agenda~~As ~~Items~~all 1conditions to the Offer have been satisfied or waived, Ironwood has accepted for payment and 4will ~~required~~promptly ~~approval~~pay byfor aall ~~qualified~~Shares ~~majority~~that ofwere ~~two~~validly ~~thirds~~tendered ofand ~~the~~not ~~votes~~validly ~~represented~~withdrawn atin accordance with the ~~EGM:~~terms of the Offer.

~~Agenda~~Effective ~~Item~~as 1:of ~~Removal~~the completion of the ~~Restrictions~~Offer, onall ~~Registration~~directors of VectivBio resigned from their positions as directors of VectivBio and ~~Exercise~~were replaced by those directors elected by the shareholders of ~~Voting~~VectivBio ~~Rights~~at ~~(Conditional~~an ~~Resolution)~~extraordinary general meeting of shareholders held on June 26, 2023, as further described on Form 6-K filed by VectivBio with the Securities and Exchange Commission on June 26, 2023.

For		Against		Abstain
46,327,022		62,094		8,121

Press Release

~~Agenda~~On ~~Item~~June 29, 2:2023, ~~Election~~VectivBio ofissued a ~~New~~joint ~~Chairperson~~press release with Ironwood announcing the expiration and ~~New~~results ~~Members~~of the tender offer by Ironwood to acquire all of the ~~Board~~outstanding registered ordinary shares of ~~Directors~~VectivBio. ~~(Conditional~~A ~~Elections)~~copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Agenda Item 2.1: Election of Andrew Davis (as Chairperson and member of the Board of Directors)

For		Against		Abstain
46,332,026		25,242		39,969

Agenda Item 2.2: Election of John Minardo (as member of the Board of Directors)

For		Against		Abstain
46,332,026		25,242		39,969

Agenda Item 2.3: Election of Sravan Emany (as member of the Board of Directors)

For		Against		Abstain
46,332,042		25,226		39,969

Agenda Item 3: Election of New Members of the Compensation Committee (Conditional Elections)

Agenda Item 3.1: Election of Andrew Davis

For		Against		Abstain
46,332,526		25,142		39,569

Agenda Item 3.2: Election of John Minardo

For		Against		Abstain
46,333,826		25,142		38,269

Agenda Item 3.3: Election of Sravan Emany

For		Against		Abstain
46,333,826		25,142		38,269

Agenda Item 4: Delisting of the Company’s Shares (Conditional Resolution)

For		Against		Abstain
46,331,815		26,553		38,869

Based on the foregoing votes, the shareholders approved all of the proposals. The results were in line with the recommendations made by the Company’s board of directors. All resolutions passed at the EGM are subject to, and will only become effective upon, the completion of the cash tender offer commenced by Ironwood Pharmaceuticals, Inc. (“Ironwood”) on May 31, 2023 for all outstanding registered ordinary shares of the Company pursuant to the Transaction Agreement dated as of May 21, 2023, by and between the Company and Ironwood, a copy of which was filed as Exhibit (e)(1) to the Schedule 14D-9 previously filed by the Company with the U.S. Securities and Exchange Commission on May 31, 2023.

The information in this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-269450, 333-265546 and 333-264653) and the Company’s Registration Statements on Form S-8 (File Nos. 333-269451 and 333-255524).

Exhibits 99.1 Joint Press Release issued by VectivBio Holding AG and Ironwood Pharmaceuticals, Inc., dated June 2629, 2023

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.

VECTIVBIO HOLDING AG

June 26, 2023

/s/ Luca Santarelli

June 29, 2023

/s/ Luca Santarelli

Luca Santarelli

Chief Executive Officer

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