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 164, 2023

AXCELLA HEALTH INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38901		26-3321056
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

P.O. Box 1270 Littleton, Massachusetts	01460
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (857) 320-2200

Not Applicable

(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 ( see General Instruction A.2. below):

¨	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, $0.001 Par Value		AXLA		~~Nasdaq~~OTC ~~Global Market~~Markets

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 x

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 35.0107 ~~Notice~~Submission of ~~Delisting~~Matters ~~or Failure~~ to ~~Satisfy~~ a ~~Continued~~Vote ~~Listing Rule or Standard; Transfer~~ of ~~Listing~~Security Holders.

~~On November 16, 2023,~~ Axcella Health Inc. (the “Company”) ~~was~~held ~~notified~~a bySpecial ~~the~~Meeting of ~~Listing~~Stockholders ~~Qualifications Department~~ (the “~~Staff~~Special Meeting”) on December 4, 2023. As of ~~The~~November ~~Nasdaq~~13, ~~Stock~~2023, ~~Market LLC~~the ~~(“Nasdaq”)~~record ~~that~~date for the ~~Company~~Special ~~was~~Meeting, there ~~not~~were, inand ~~compliance~~currently, ~~with~~there are, 2,947,661 shares of the ~~continued~~Company’s ~~listing~~common ~~requirements~~stock, ofpar ~~Nasdaq~~value ~~Listing~~$0.001 ~~Rule~~per ~~5250(c)(1)~~share, outstanding, all ~~because~~of ~~its~~which ~~Quarterly~~were ~~Report~~entitled onto ~~Form~~vote ~~10-Q~~with ~~for~~respect ~~the~~to ~~quarter~~all ~~ended~~matters ~~September~~to ~~30,~~be ~~2023~~acted ~~had~~upon ~~not~~at ~~yet~~the ~~been~~virtual ~~filed~~Special ~~with~~Meeting. ~~the~~The ~~Securities~~following ~~and~~is ~~Exchange~~a summary ~~Commission~~of ~~(“SEC”)~~the matters voted on at the Special Meeting.

a) The ~~Nasdaq~~stockholders ~~Hearings~~of ~~Panel (~~the ~~“Panel”) will~~Company ~~consider~~approved ~~this~~the ~~matter~~transfer inof ~~its~~all, ~~decision~~or ~~regarding~~substantially all, of the Company’s ~~continued~~assets ~~listing~~through onan ~~The~~assignment ~~Nasdaq~~for ~~Global~~the ~~Market~~benefit of creditors. The results of the stockholders’ vote with respect to the approval of this assignment for the benefit of creditors were as follows:

Forward Looking Statements

Votes For				Votes Against				Abstain
	2,021,597				28,038				715

~~Certain~~b) ~~statements~~The instockholders ~~this report constitute “forward-looking statements”~~ of ~~Axcella within~~ the ~~meaning~~Company ofapproved ~~applicable~~the ~~laws~~liquidation and ~~regulations~~dissolution ~~and~~of ~~constitute~~the ~~“forward-looking information”~~Company ~~within~~and the ~~meaning~~Plan of ~~applicable~~Liquidation ~~securities laws. Any statements contained herein which do not describe historical facts, including statements regarding our Nasdaq listing status are forward-looking statements which involve risks~~ and ~~uncertainties~~Dissolution ~~that could~~(“Plan ~~cause~~of ~~actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties include~~Dissolution”), ~~among~~authorizing ~~others,~~ the ~~possibility that Axcella~~Company’s ~~stockholders~~Board ~~will~~of ~~not~~Directors ~~realize~~to ~~any~~liquidate ~~value~~and indissolve ~~Axcella’s shares, as well as those risks identified in~~ the Company’s ~~filings with the Commission, including under the heading “Risk Factors”~~ in ~~the~~ ~~Company’s~~accordance ~~Annual Report on Form 10-K for the year-ended December 31, 2022, and subsequent filings,~~ with the ~~Commission,~~Plan ~~including the~~of ~~Company’s Quarterly Report on Form 10-Q for the quarters ended March 30, 2023 and June 30, 2023~~Dissolution. ~~Copies~~The results of ~~these documents may be obtained for free at~~ the ~~SEC~~stockholders’s ~~website~~vote atwith ~~www.sec.gov.~~respect ~~Axcella cautions investors not~~ to ~~place~~approval ~~undue reliance on any forward-looking statements, which speak only as~~ of ~~the~~such ~~date~~liquidation ~~they~~and ~~are~~dissolution ~~made.~~were ~~Except~~ as required by law, Axcella undertakes no obligation to update or revise the information contained in this Current Report on Form 8-K, whether as a result of new information, future events or circumstances or otherwise.follows:

SIGNATURE

Votes For				Votes Against				Abstain
	2,020,905				28,747				698

~~Pursuant~~c) ~~to the~~The ~~requirements~~stockholders of the ~~Securities~~Company ~~Exchange~~approved ~~Act~~an adjournment of ~~1934~~the Special Meeting, ~~the~~if ~~registrant~~necessary, ~~has~~to ~~duly~~solicit ~~caused~~additional ~~this~~proxies ~~report~~if tothere beare ~~signed~~not onsufficient ~~its~~votes ~~behalf~~at bythe time of the ~~undersigned~~ ~~hereunto~~Special ~~duly~~Meeting ~~authorized~~to approve Proposal 1 and Proposal 2. The results of the stockholders’ vote with respect to such ratification were as follows:

	Axcella Health Inc.
Votes For			Votes Against		Abstain
Date: November 17, 2023	By:	/s/ Craig R. Jalbert
	2,009,876			39,719		755
	Name:	Craig R. Jalbert
	Title:	President and Chief Executive Officer

There were no broker non-votes for the above proposals.

SIGNATURE

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.

	Axcella Health Inc.

Date: December 4, 2023	By:	/s/ Craig R. Jalbert
	Name:	/s/ Craig R. Jalbert
	Title:	President, Chief Executive Officer and Sole Director

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