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 27, 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 December 27, 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 ~~stockholders~~Directors (the “~~Special Meeting~~Board”), ~~which~~terminated ~~was~~the ~~adjourned~~Fresh onTracks ~~November 16~~Therapeutics, ~~2023,~~Inc. ~~November 30~~2020 Omnibus Long-Term Incentive Plan (the “2020 Plan”), ~~2023~~the Amended and ~~December 15~~Restated 2009 Equity Incentive Plan of Brickell Biotech, ~~2023~~Inc. (the “2009 Plan”) and the Amended and Restated Stock Incentive Plan of Vical Incorporated (the “Vical Plan”), and ~~held~~all ~~votes~~outstanding onoptions and unvested restricted stock units (“RSUs”) granted thereunder, effective December 28, 2023 (the ~~following~~“Effective ~~proposals:~~Date”).

~~Proposal~~On 1April –20, To2020, ~~approve~~the Company’s stockholders approved the ~~liquidation~~2020 ~~and~~Plan, ~~dissolution~~which ofreplaced, ~~the~~with ~~Company~~respect ~~and~~to new award grants, the 2009 Plan ofand ~~Liquidation~~the ~~and~~Vical ~~Dissolution~~Plan (collectively, the “~~Plan~~Prior ~~of Dissolution~~Plans”), ~~which,~~that ifwere ~~approved,~~previously ~~will~~in ~~authorize~~effect. Following the ~~Company~~approval ~~and~~of the ~~Board~~Plan ofon ~~Directors~~April 20, 2020, no further awards were available to ~~liquidate~~be ~~and~~issued ~~dissolve~~under the ~~Company~~Prior Plans but awards outstanding under those plans as of that date remained outstanding in accordance with their terms. On May 17, 2022, the ~~Plan~~Company’s stockholders approved an increase in the number of ~~Dissolution~~shares (of common stock authorized for issuance under the ~~“Dissolution~~2020 ~~Proposal”)~~Plan by 119,377 shares.

For						Against						Abstain						Broker Non-Votes
2,802,112						389,076						69,525						0

Because the exercise price of each of the outstanding stock options as of the Effective Date was below the closing price of the Company’s common stock on the Effective Date, the Board cancelled and terminated the outstanding options as of the Effective Date without any consideration. With respect to the outstanding RSUs, the Board decided to replace the value of the terminated RSUs with a right to a cash payment, subject to the same vesting schedule and payment date as the RSUs, with such cash payments valued by multiplying the number of RSUs held by each grantee by the closing price of the Company’s common stock on the Effective Date. As of the Effective Date, there were 22,500 outstanding RSUs that were terminated, resulting in an aggregate cash payment amount of $20,475, which is expected to be paid by January 25, 2024. None of such terminated RSUs were held by any of the named executive officers of the Company, except for 1,250 RSUs held by Albert N. Marchio, II, Chief Executive Officer and Chief Financial Officer of the Company, for which Mr. Marchio is expected to receive a cash payment amount of $1,138.

~~Proposal~~Item 25.02. -Departure ~~To approve one or more adjournments~~ of ~~the~~Directors ~~Special Meeting to a later date~~ or ~~dates~~Certain ifOfficers; ~~necessary~~Election orof ~~appropriate~~Directors; toAppointment ~~solicit additional proxies if there are insufficient votes at the time~~ of ~~the~~Certain ~~Special~~Officers; ~~Meeting~~Compensatory toArrangements ~~approve the Dissolution Proposal or in the absence~~ of aCertain ~~quorum~~Officers.

For						Against						Abstain						Broker Non-Votes
2,802,410						390,716						67,587						0

The information set forth above under Item 1.02 is incorporated into this Item 5.02.

Proposal 2 was approved, as it received the affirmative requisite vote of the holders of shares of the Company’s common stock. Although Proposal 2 was approved, the Company determined that a further adjournment of the Special Meeting was not necessary or appropriate. While Proposal 1 received the affirmative vote of a majority of the shares present in person or by proxy at the Special Meeting, Proposal 1 was not approved, as it did not receive the affirmative vote of a majority of the outstanding shares of the Company’s common stock entitled to vote.

Each proposal is described in detail in the Company’s definitive proxy statement for the Special Meeting filed with the Securities and Exchange Commission on October 20, 2023.

Item 7.01. Regulation FD Disclosure.

On December 27, 2023, the Company issued a press release announcing its plan to hold a new special meeting of stockholders on February 15, 2024. 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 intends to file a proxy statement and other relevant materials with the Securities and Exchange Commission (the “SEC”). 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 proxy statement and the other relevant materials (when they become available), 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 will be included in the proxy statement (when available). 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 will be set forth in the proxy statement (when available). These documents will be 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 planned second special 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, the timing and value of cash payments for the Company’s terminated RSUs, 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~~continue,” “~~hold~~conduct,” “~~approve~~prepare,” “~~receive~~reduce,” “~~determine~~report,” “~~file~~seek,” “~~describe~~conserve,” “~~entitle~~distribute,” “~~present~~pay,” “~~solicit~~paid,” “~~continue~~dissolve,” “~~conduct~~encourage,” “~~reduce~~discontinue,” “~~report~~terminate,” “~~seek,”~~wind ~~“conserve~~down,” “~~distribute~~additional,” “~~dissolve~~announce,” “~~encourage~~anticipate,” “~~discontinue~~believe,” “~~terminate~~sufficient,” “~~wind down~~effective,” “~~additional~~outstanding,” “~~announce~~estimate,” “~~anticipate~~expect,” “~~believe~~intend,” “~~sufficient~~decide,” “~~estimate~~replace,” “~~expect,” “intend,” “~~plan,” “potential,” “will,” “evaluate,” “aim,” “meet,” “support,” “look forward,” “~~develop,”~~right ~~“promise~~to,” “~~provide~~value,” “~~first-in-class~~develop,” “~~necessary~~promise,” “~~appropriate~~provide,” “~~affirmative~~first-in-class,” “opportunity,” “disrupt,” “reduce,” “receive,” “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~~make ~~information~~reasonable onprovision ~~the~~for ~~factors and risks that could cause actual results to differ from any forward-looking statements are contained in Fresh Tracks’ filings with the SEC, which are available at https://www.sec.gov (~~or atotherwise ~~https://www.frtx.com).~~resolve ~~Readers~~its ~~are~~liabilities ~~cautioned that these forward-looking statements~~ and 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 statementsobligations, ~~which~~including ~~speak only as of~~ the ~~date~~establishment of ~~this~~an ~~Current~~adequate ~~Report~~contingency onreserve; ~~Form~~and ~~8-K.~~the ~~Fresh~~uncertain ~~Tracks~~macroeconomic ~~specifically~~and ~~disclaims~~political ~~any duty or obligation to update forward-looking statements~~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 27, 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 27, 2023	Fresh Tracks Therapeutics, Inc.
Date: January 3, 2024	Fresh Tracks Therapeutics, Inc.
	By:	/s/ Albert N. Marchio, II
	Name:	Albert N. Marchio, II
	Title:	Chief Executive Officer and Chief Financial Officer

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