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): November 1230, 2020

GI DYNAMICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-55195

84-1621425

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

320 Congress Street

Boston, MA 02210

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (781) 357-3300

(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: None.

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 1.0201 Entry ~~Departure~~into ofa ~~Directors~~Material orDefinitive ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Separation Agreement~~Second ~~with~~Amendment ~~Former~~to ~~CEO~~Series ~~and~~A ~~President~~Preferred Stock Purchase Agreement

AsEffective ~~previously disclosed, effective~~ as of November 230, 2020, ~~Scott Schorer departed as Chief Executive Officer and President of~~ GI Dynamics, Inc. (the “Company”). ~~On November 12, 2020, the Company~~ entered into a ~~separation~~Second ~~agreement~~Amendment ~~with Mr. Schorer (the “Separation Agreement”), pursuant~~ to ~~which~~ the ~~Company~~Series ~~waived~~A ~~any right, if any, to repayment of the retention bonus previously paid~~Preferred toStock ~~Mr.~~Purchase ~~Schorer~~Agreement ~~pursuant to~~ (the ~~terms and conditions of that certain Retention Bonus Agreement and~~ “Amendment”), ~~dated as of July 23, 2020,~~ by and between the Company and ~~Mr.~~Crystal ~~Schorer,~~Amber ~~and~~Fund ~~the Company and Mr. Schorer each provided a general release of all claims~~Limited, as ~~further described in~~ the ~~Separation~~purchaser (“Crystal ~~Agreement~~Amber”), inpursuant ~~favor of the other party. Pursuant~~ to ~~the~~which ~~terms of~~ the ~~Separation~~Company ~~Agreement, Mr.~~and ~~Schorer~~Crystal ~~also~~Amber agreed to ~~forfeit~~further ~~and~~extend ~~surrender~~the ~~his~~final ~~stock~~closing ~~awards. The Separation Agreement also includes customary confidentiality~~date ~~and~~of ~~non-disparagement~~the ~~provisions~~offering ~~and~~of aSeries ~~mutual~~A ~~general~~Preferred ~~release~~Stock byfrom ~~each~~November ~~party~~30, of2020 ~~claims~~to ~~against~~December ~~the~~22, ~~other party~~2020.

The ~~Separation~~foregoing ~~Agreement~~description ~~becomes~~of ~~effective~~the onAmendment ~~the~~does ~~eighth~~not ~~day~~purport ~~following~~to ~~its~~be ~~execution~~complete ~~provided~~and ~~that~~is ~~Mr.~~qualified ~~Schorer~~in ~~has~~its ~~not~~entirety ~~exercised~~by ~~his right~~reference to ~~revoke~~the ~~such~~Amendment, a ~~agreement~~copy inof ~~accordance~~which ~~with~~is ~~its~~attached ~~terms~~hereto as Exhibit 10.1, and is incorporated herein by reference.

~~The~~Item 9.01 ~~foregoing~~Financial ~~description~~Statements ~~of the Separation Agreement does not purport to be a complete description of the rights~~ and ~~obligations of the parties thereunder and is qualified in its entirety by reference to the Separation Agreement, a copy of which is attached hereto as Exhibit 10~~Exhibits.~~1 and is incorporated herein by reference.~~

~~Item 9.01 Financial Statements and~~ (d) Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1*		Second Amendment to Series A Preferred Stock Purchase Agreement, effective as of November 30, 2020, between GI Dynamics and Crystal Amber Fund Limited.

Exhibit No.		Description
10.1+		Separation Agreement, between GI Dynamics, Inc. and Scott Schorer.

* Filed herewith.

~~+ Indicates a management contract or compensatory plan.~~1

1SIGNATURES

~~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.

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.

	GI DYNAMICS, INC.

Dated: December 3, 2020	/s/ Charles R. Carter
	Charles R. Carter
	Chief Financial Officer

	GI DYNAMICS, INC.
Dated: November 18, 2020	/s/ Charles Carter
	Charles Carter
	Chief Financial Officer

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