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): ~~December 1~~January 26, ~~2023~~2024

LOGO

EVELO BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38473

46-5594527

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

~~One~~124 ~~Kendall~~Washington ~~Square~~Street, ~~600/700,~~ Suite ~~7-201~~101 ~~Cambridge~~Foxboro, Massachusetts ~~02139~~02035 (Address of principal executive offices) (Zip Code)

(617) 577-0300

(Registrant’s telephone number, including area code)

NOne Kendall Square, 600/A700, Suite 7-201

Cambridge, Massachusetts 02139

(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		TradingSymbol(s)		Name of each exchangeon which registered
Common Stock, $0.001 par value per share		EVLO		Nasdaq Global Select Market

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None*

On December 27, 2023, The Nasdaq Stock Market LLC (“Nasdaq”) filed a Form 25 with the Securities and Exchange Commission to delist the shares of common stock, $0.001 par value per share, of Evelo Biosciences, Inc. (the “Company”), as a result of the events disclosed in the Company’s Current Report on Form 8-K filed on November 21, 2023.

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 35.~~01.~~07 ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

On ~~December~~January 126, ~~2023~~2024, Evelo Biosciences, Inc. (the “Company”) ~~was~~held ~~notified~~a byspecial ~~the~~meeting ~~Listing~~of ~~Qualifications~~stockholders ~~Department~~ (the “~~Staff”)~~Special ~~of The Nasdaq Stock Market LLC (“Nasdaq~~Meeting”). ~~that,~~As ~~as a result~~ of the ~~events~~close ~~disclosed~~of inbusiness ~~the Company’s Current Report~~ on ~~Form 8-K filed on~~ November 2127, 2023, ~~including (i)~~ the ~~approval~~record ofdate afor ~~plan of dissolution of~~ the ~~Company~~Special Meeting (the “~~Dissolution~~Record Date”), bythere were 18,982,837 shares of the Company’s ~~Board~~common ofstock, ~~Directors~~par value $0.001 per share (the “~~Board~~Common Stock”), ~~subject~~outstanding, toall ~~stockholder~~of ~~approval,~~which ~~(ii) the~~were ~~resignation~~entitled ofto ~~each~~vote ofwith ~~Juan~~respect ~~Andres,~~to ~~Balkrishan~~all ~~(Simba)~~matters ~~Gill,~~to ~~Ph.D.,~~be ~~Jose-Carlos~~acted ~~Gutiérrez-Ramos,~~upon ~~Ph.D.,~~at ~~Jeffrey~~the RSpecial Meeting. ~~Moore,~~A ~~Alexander~~total C.of ~~Reynolds~~11,398,753 ~~Robert~~shares L.of ~~Rosiello~~Common ~~and~~Stock ~~Tonya~~were ~~Williams~~present ~~from~~or ~~the~~represented ~~Board~~by ~~and~~proxy ~~respective~~at ~~committee assignments thereof (~~the ~~“Board~~Special ~~Resignations”)~~Meeting, ~~and~~representing ~~(iii) the~~approximately ~~separation~~60.04% of the Company’s ~~Chief~~Common ~~Executive~~Stock ~~Officer~~outstanding ~~and~~as ~~Chief~~of ~~Financial~~the ~~Officer~~Record ~~from~~Date. ~~the~~The ~~Company,~~following itare is the ~~Staff’s~~voting ~~belief~~results ~~that~~for the ~~Company~~proposals noconsidered ~~longer~~and ~~has~~voted anupon ~~operating~~at ~~business~~the ~~and~~meeting, isall aof ~~“public~~which ~~shell”~~were asdescribed ~~that~~in ~~term~~the isCompany’s ~~defined~~definitive inproxy ~~Nasdaq~~statement ~~Listing~~filed ~~Rule~~with ~~5101.~~the ~~Terms~~Securities ~~used~~and ~~but~~Exchange ~~defined~~Commission ~~herein~~on ~~are~~December 12, as2023 ~~defined under~~ (the ~~rules~~“Proxy ~~of Nasdaq~~Statement”).

~~The Staff also indicated that that the Company is not compliant with the following requirements for continued listing on Nasdaq:~~ (1) ~~$50,000,000~~Approval ~~minimum Market Value~~ of ~~Listed~~the ~~Securities,~~liquidation ~~(2)~~and ~~$15,000,000~~dissolution ~~minimum Market Value~~ of ~~Publicly~~the ~~Held~~Company ~~Shares~~ and ~~(3) a~~the ~~minimum~~Plan ~~bid price~~ of $1Liquidation ~~per~~and ~~share.~~Dissolution ~~Additionally,~~(“Plan ~~following~~of ~~the Board Resignations~~Dissolution”), itauthorizing is the ~~Staff~~Company’s ~~belief~~Board ~~that~~of ~~the~~Directors ~~Company is no longer in compliance with:~~ (the ~~majority independent board requirement under Listing Rule 5605(b~~“Board”)~~(1);~~ ~~the~~to ~~audit~~liquidate ~~committee~~and ~~composition~~dissolve ~~requirement under Listing Rule 5605(c)(2);~~ the ~~compensation~~Company ~~committee~~in ~~composition~~accordance ~~requirement~~with ~~under Listing Rule 5605(d)(2) and~~ the ~~Independent~~Plan ~~Director oversight~~ of ~~Director~~Dissolution ~~Nominations requirement under Listing Rule 5605~~(~~e)(~~“Proposal 1”).

Accordingly, Nasdaq notified the Company that continued listing of its securities on Nasdaq is no longer warranted and, unless the Company requests an appeal of these matters, trading of the Company’s common stock will be suspended at the opening of business on December 12, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
11,168,514	222,299	7,940	0

~~The~~(2) ~~Company~~Grant ~~does~~of discretionary authority to adjourn the Special Meeting, from time to time, to a later date or dates, even if a quorum is present, to solicit additional proxies in the event that there are not ~~intend~~sufficient votes at the time of the Special Meeting to ~~appeal~~approve ~~these~~Proposal ~~matters.~~1 (“Proposal 2”).

Forward Looking Statements


Votes For	Votes Against	Votes Abstained	Broker Non-Votes
11,155,963	219,956	22,834	0

~~This~~Based ~~Current Report~~ on ~~Form 8-K (~~the ~~“Form~~foregoing ~~8-K”) contains forward-looking statements~~votes, ~~including within~~ the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the proposed Dissolution and the Company’s ~~Nasdaq~~stockholders ~~listing~~have ~~status~~approved ~~and~~Proposal ~~registration~~1 ~~of its securities. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known~~ and ~~unknown~~Proposal ~~risks~~2, ~~uncertainties~~ and ~~other~~the ~~important~~Board ~~factors~~has ~~that~~been ~~may~~granted ~~cause~~ the ~~Company’s~~authority ~~actual~~and ~~results,~~discretion ~~performance or achievements~~ to beproceed ~~materially~~with ~~different from any future results, performance or achievements expressed or implied by~~ the ~~forward-looking~~Dissolution ~~statements,~~(as ~~including,~~defined ~~but not limited to the Company’s stockholders may not realize any value~~ in the ~~Company’s~~Proxy ~~common stock~~Statement). ~~These~~Although ~~and~~Proposal ~~other~~2 ~~factors~~was ~~discussed under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30~~approved, ~~2023,~~adjournment and its other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. Any such forward-looking statements represent management’s estimates as of the ~~date~~Special ofMeeting ~~this~~was ~~Form~~not ~~8-K.~~necessary ~~While~~because the Company ~~may elect to update such forward-looking statements at some point in the future, except as required by law, it disclaims any obligation to do so, even if subsequent events cause the Company~~’s ~~views~~stockholders toapproved ~~change.~~Proposal ~~These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Form 8-K~~1.

As described in the Proxy Statement, the timing of filing a Certificate of Dissolution and the decision of whether or not to proceed with the Dissolution will be made by the Board in its sole discretion and in its own timing and, if the Board determines that the Dissolution is not in the Company’s best interest or the best interest of its stockholders, the Board may, in its sole discretion, abandon the Dissolution or may amend or modify the Plan of Dissolution to the extent permitted by Delaware law without the necessity of further stockholder approval.

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 hereunto duly authorized.

~~EVELO BIOSCIENCES, INC.~~

EVELO BIOSCIENCES, INC.

Date: December 4, 2023

/s/ Craig R. Jalbert

Date: January 26, 2024

/s/ Craig R. Jalbert

Craig R. Jalbert

President, Director and Corporate Secretary

Filing Compare · Evelo Biosciences, Inc.