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~~December 3014, 2023

FRESH TRACKS THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

Delaware

000-21088

93-0948554

(State or Other Jurisdiction
of Incorporation)

(Commission File
Number)

(IRS Employer
Identification No.)

2000 Central Avenue

Suite 100

Boulder, CO 80301

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (720) 505-4755

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, par value $0.01 per share

FRTX

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 51.0702. ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On ~~November~~December 3014, 2023, in preparation for the planned liquidation and dissolution (the “Dissolution”) of Fresh Tracks Therapeutics, Inc. (“Fresh Tracks” or the “Company”), ~~reconvened~~the aCompany’s ~~special~~Board ~~meeting~~of Directors terminated the Fresh Tracks Therapeutics, Inc. Employee Stock Purchase Plan (the “ESPP”) and authorized the termination of ~~stockholders~~the At Market Issuance Sales Agreement, dated March 9, 2021 (the “~~Special~~2021 ~~Meeting~~Agreement”), ~~which~~among ~~was~~the ~~adjourned~~Company, onOppenheimer ~~November 16~~& Co. Inc. (“Oppenheimer”) and William Blair & Company, L.L.C. (together with Oppenheimer, the “Agents”), and the At Market Issuance Sales Agreement, dated April 14, 2020, between the Company and Oppenheimer (the “2020 Agreement,” and together with the 2021 Agreement, the “ATM Agreements”). On December 14, 2023, in accordance with the terms of the ATM Agreements, the Company delivered a notice to terminate the ATM Agreements to the Agents, and ~~held~~the ~~votes~~terminations will be effective on ~~the~~December ~~following~~22, ~~proposals:~~2023.

Proposal 1 – To approve the liquidation and dissolution of the Company and the Plan of Liquidation and Dissolution (the “Plan of Dissolution”), which, if approved, will authorize the Company and the Board of Directors to liquidate and dissolve the Company in accordance with the Plan of Dissolution (the “Dissolution Proposal”).ESPP

For						Against						Abstain						Broker Non-Votes
2,680,085						365,921						18,186						0

The ESPP allowed qualified employees to purchase shares of the Company’s common stock at a price per share equal to 85% of the lower of: (i) the closing price of the Company’s common stock on the first trading day of the applicable purchase period or (ii) the closing price of the Company’s common stock on the last trading day of the applicable purchase period. Each participant could elect to have a percentage of eligible compensation between 1% and 10% withheld as a payroll deduction per pay period. The accumulated deductions were automatically applied on each purchase date (the last trading day of a purchase period) to the purchase of shares of the Company’s common stock at the purchase price in effect for that purchase date. New six-month purchase periods began each January 1 and July 1. The final purchase period under the ESPP began on January 1, 2023 and ended on June 30, 2023.

~~The~~ATM ~~number of votes cast “for” Proposal 1 was not sufficient to approve Proposal 1, and therefore, as permitted by the approval of Proposal 2 as discussed below, the Special Meeting was adjourned.~~Agreements

~~Proposal~~Pursuant 2to -the Toterms ~~approve~~of ~~one~~the or2021 ~~more~~Agreement, ~~adjournments~~the ofCompany could sell from time to time through the ~~Special~~Agents ~~Meeting~~shares of its common stock having an aggregate offering price of up to a$50.0 ~~later~~million. ~~date~~Sales orof ~~dates~~shares ifwere ~~necessary~~made by means of ordinary brokers’ transactions on The Nasdaq Capital Market at market prices or ~~appropriate~~as otherwise agreed by the Company and the Agents. Under the terms of the 2021 Agreement, the Company could also sell the shares from time to ~~solicit~~time ~~additional~~to ~~proxies~~an ifAgent ~~there~~as ~~are~~principal ~~insufficient~~for ~~votes~~its own account at a price to be agreed upon at the time of sale. Any sale of the ~~Special~~shares ~~Meeting~~to an Agent as principal would have been pursuant to ~~approve~~the terms of a separate placement notice between the ~~Dissolution~~Company ~~Proposal~~and orsuch inAgent. At the ~~absence~~time the notice to terminate was delivered, approximately $38.0 million of ashares ~~quorum~~of common stock were remaining, but had not yet been sold by the Company under the 2021 Agreement.

For						Against						Abstain						Broker Non-Votes
2,673,599						374,686						15,907						0

Pursuant to the terms of the 2020 Agreement, the Company could sell from time to time through Oppenheimer shares of its common stock having an aggregate offering price of up to $8.0 million. Sales of the shares were made by means of ordinary brokers’ transactions on The Nasdaq Capital Market at market prices or as otherwise agreed by the Company and Oppenheimer. Under the terms of the 2020 Agreement, the Company could also sell the shares from time to time to Oppenheimer as principal for its own account at a price to be agreed upon at the time of sale. Any sale of the shares to Oppenheimer as principal would have been pursuant to the terms of a separate placement notice between the Company and Oppenheimer. At the time the notice to terminate was delivered, approximately $2.6 million of shares of common stock were remaining, but had not yet been sold by the Company under the 2020 Agreement.

Upon the approval of Proposal 2, the Company adjourned the Special Meeting for a second time. During the period of the adjournment, the Company will continue to solicit votes from its stockholders with respect to both proposals for the Special Meeting.

Stockholders will be able to attend the reconvened Special Meeting via live webcast at www.virtualshareholdermeeting.com/FRTX2023SM, on Friday, December 15, 2023 at 10 a.m. Mountain Time. Stockholders who have already submitted their proxy do not need to resubmit their proxy. Proxies previously submitted in respect of the Special Meeting will be voted at the reconvened Special Meeting as indicated therein, unless properly revoked in accordance with the procedures described in the Company’s proxy statement.

The close of business on October 17, 2023 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Special Meeting.

Item 7.01. Regulation FD Disclosure.

On December 1, 2023, the Company issued a press release announcing the adjournment of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01, and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed liquidation and dissolution of the Company (the “Dissolution”) and the Plan of Dissolution, the Company filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) on October 20, 2023. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR SUPPLEMENTS THERETO, ANY OTHER SOLICITING MATERIALS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED DISSOLUTION, THE PLAN OF DISSOLUTION AND RELATED MATTERS, AND/OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FRESH TRACKS, THE PROPOSED DISSOLUTION, THE PLAN OF DISSOLUTION AND RELATED MATTERS. Stockholders may obtain a free copy of the definitive proxy

statement and the other relevant materials, and any other documents filed by the Company with the SEC, at the SEC's website at http://www.sec.gov or on the “Investors” section of Fresh Track’s website at www.frtx.com.

Participants in the Solicitation

Fresh Tracks and its executive officers and directors may be deemed to be participants in the solicitation of proxies from its stockholders with respect to the proposed Dissolution, the Plan of Dissolution and related matters, and any other matters to be voted on at the Special Meeting. Information regarding the names, affiliations and direct or indirect interests, by security holdings or otherwise, of such directors and executive officers in the solicitation are included in the definitive proxy statement filed with the SEC on October 20, 2023. Additional information regarding such directors and executive officers, and other important Company information, are included in Fresh Track’s Annual Report on Form 10-K/A for the year ended December 31, 2022, which was filed with the SEC on May 1, 2023.

Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Fresh Track’s stockholders in connection with the proposed Dissolution, the Plan of Dissolution and related matters are set forth in the definitive proxy statement. These documents are available free of charge as described in the preceding section.

For more information, visit https://www.frtx.com.

Cautionary Note Regarding Forward-Looking Statements

Any statements made in this Current Report on Form 8-K relating to future financial, business, conditions, plans, prospects, impacts, shifts, trends, progress, or strategies and other such matters, including without limitation, Fresh Tracks’ proposed Dissolution pursuant to its proposed plan of liquidation and dissolution (the “Plan of Dissolution”), the timing of filing of the Certificate of Dissolution, the timing and outcome of the ~~Special~~special ~~Meeting~~meeting of stockholders to approve the Dissolution and the Plan of Dissolution, the Company’s intent to seek judicial dissolution and the results of such action, the amount, number, and timing of liquidating distributions, if any, to its stockholders, the amount of reserves, and similar statements, are forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. In addition, when or if used in this Current Report on Form 8-K, the words “may,” “could,” “should,” “might,” “show,” “~~adjourn,” “solicit,” “~~continue,” “conduct,” “reduce,” “report,” “seek,” “conserve,” “distribute,” “dissolve,” “encourage,” “discontinue,” “terminate,” “wind down,” “additional,” “announce,” “anticipate,” “believe,” “sufficient,” “estimate,” “expect,” “intend,” “plan,” “potential,” “will,” “evaluate,” “aim,” “meet,” “support,” “look forward,” “develop,” “promise,” “provide,” “first-in-class,” “opportunity,” “disrupt,” “reduce,” “suggest,” and similar expressions and their variants, as they relate to Fresh Tracks or any of Fresh Tracks’ partners, or third parties, may identify forward-looking statements. Fresh Tracks cautions that these forward-looking statements are subject to numerous assumptions, risks, and uncertainties, which change over time, often quickly, and in unanticipated ways. Important factors that may cause actual results to differ materially from the results discussed in the forward-looking statements or historical experience include the availability, timing and amount of liquidating distributions being different than expected; the amounts that will need to be set aside as reserves by Fresh Tracks being higher than anticipated; the possible inadequacy of such reserves to satisfy Fresh Tracks’ obligations; potential unknown contingencies or liabilities, and Fresh Tracks’ potential inability to favorably resolve them or at all; the amount of proceeds that might be realized from the sale or other disposition of any remaining Fresh Tracks assets; the application of, and any changes in, applicable tax and other laws, regulations, administrative practices, principles and interpretations; the incurrence by Fresh Tracks of expenses relating to the Dissolution being different than estimated; the ability of the Fresh Tracks board of directors to abandon, modify or delay implementation of the Dissolution, even after stockholder approval; failure of the Company’s stockholders to approve the proposed Plan of Dissolution; the Company’s ability to settle, make reasonable provision for or otherwise resolve its liabilities and obligations, including the establishment of an adequate contingency reserve; and the uncertain macroeconomic and political environment.

~~Further~~ways. ~~information~~Important ~~on the~~ factors ~~and risks~~ that ~~could~~may cause actual results to differ materially from ~~any~~the results discussed in the forward-looking statements ~~are~~or ~~contained~~historical inexperience include the availability, timing and amount of liquidating distributions being different than expected; the amounts that will need to be set aside as reserves by Fresh Tracks’ ~~filings~~being ~~with~~higher than anticipated; the ~~SEC~~possible inadequacy of such reserves to satisfy Fresh Tracks’ obligations; potential unknown contingencies or liabilities, ~~which~~and ~~are~~Fresh ~~available~~Tracks’ atpotential ~~https://www.sec.gov~~inability (to favorably resolve them or at ~~https://www.frtx.com).~~all; ~~Readers~~the ~~are~~amount ~~cautioned~~of proceeds that ~~these~~might ~~forward-looking~~be ~~statements~~realized ~~and~~from the sale or other ~~statements~~disposition ~~contained~~of inany ~~this~~remaining ~~Current~~Fresh ~~Report~~Tracks onassets; ~~Form~~the ~~8-K~~application ~~regarding~~of, ~~matters~~and ~~that~~any ~~are~~changes ~~not~~in, ~~historical~~applicable ~~facts~~tax ~~are~~and ~~only~~other ~~estimates~~laws, orregulations, ~~predictions~~administrative practices, principles and ~~should~~interpretations; ~~not~~the ~~place~~incurrence ~~undue~~by ~~reliance~~Fresh ~~upon~~Tracks of expenses relating to the ~~forward-looking~~Dissolution ~~statements~~being different than estimated; the ability of the Fresh Tracks board of directors to abandon, ~~which~~modify ~~speak~~or ~~only~~delay asimplementation of the ~~date~~Dissolution, even after stockholder approval; failure of ~~this~~the ~~Current~~Company’s ~~Report~~stockholders onto ~~Form~~approve ~~8-K.~~the ~~Fresh~~proposed ~~Tracks~~Plan ~~specifically~~of ~~disclaims~~Dissolution; ~~any~~the ~~duty~~Company’s ability to settle, make reasonable provision for or ~~obligation~~otherwise toresolve ~~update~~its ~~forward-looking~~liabilities ~~statements~~and obligations, including the establishment of an adequate contingency reserve; and the uncertain macroeconomic and political environment.

~~Item~~Further 9information on the factors and risks that could cause actual results to differ from any forward-looking statements are contained in Fresh Tracks’ filings with the Securities and Exchange Commission, which are available at https://www.01sec.gov ~~Financial~~(or ~~Statements~~at https://www.frtx.com). Readers are cautioned that these forward-looking statements and ~~Exhibits~~other statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are only estimates or predictions and should not place undue reliance upon the forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. Fresh Tracks specifically disclaims any duty or obligation to update forward-looking statements.

(d) Exhibits.

99.1						Press release issued by Fresh Tracks Therapeutics, Inc. on December 1, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

Date: December 1, 2023	Fresh Tracks Therapeutics, Inc.
Date: December 15, 2023	Fresh Tracks Therapeutics, Inc.
	By:	/s/ Albert N. Marchio, II
	Name:	Albert N. Marchio, II
	Title:	Chief Executive Officer and Chief Financial Officer

Filing Compare · Fresh Tracks Therapeutics, Inc.