UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the month of ~~June~~July 2023

Commission File Number 001-40316

VECTIVBIO HOLDING AG

(Exact name of registrant as specified in its charter)

Aeschenvorstadt 36

4051 Basel

Switzerland

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~Completion~~Amended Articles of ~~the~~Association ~~Ironwood Tender Offer~~

On ~~May~~July 2114, 2023, VectivBio Holding AG, a(the ~~corporation~~“Company”) ~~limited~~registered bywith ~~shares~~the ~~organized~~commercial ~~under~~register of the ~~laws~~Canton of ~~Switzerland (“VectivBio”),~~ ~~entered~~Basel-Stadt ~~into~~its aamended ~~Transaction~~Articles ~~Agreement~~of Association (the “~~Transaction~~Amended ~~Agreement~~Articles”) ~~with~~reflecting ~~Ironwood~~the ~~Pharmaceuticals,~~amendments ~~Inc.,~~thereto athat ~~Delaware~~were ~~corporation~~approved ~~(“Ironwood”).~~by ~~Pursuant to~~ the ~~Transaction~~shareholders ~~Agreement,~~of ~~and~~the ~~upon~~Company at the ~~terms~~previously ~~and~~announced ~~subject~~extraordinary togeneral ~~the~~meeting ~~conditions~~of ~~set~~shareholders ~~forth~~held ~~therein,~~ on ~~May~~June 31 26, 2023,. ~~Ironwood~~The ~~commenced~~description ~~a cash tender offer (the “Offer”) to acquire all~~ of the ~~outstanding~~full ~~registered~~slate ~~ordinary shares, nominal value~~ of ~~CHF~~matters ~~0.05~~approved ~~per~~at ~~share, of VectivBio (~~the ~~“Shares”),~~extraordinary atgeneral ~~a price~~meeting ~~per~~is ~~share~~subject ~~equal~~ to ~~$17.00,~~and ~~net~~qualified toin ~~the~~its ~~seller~~entirety inby ~~cash,~~reference ~~without~~to ~~interest,~~the ~~and~~Company’s ~~subject~~Report toon ~~deduction~~Form ~~for~~6-K ~~any~~filed ~~applicable~~on ~~withholding~~June 26, ~~taxes~~2023.

~~The~~A ~~Offer~~copy ~~and~~of ~~any~~the Company’s ~~withdrawal~~Amended ~~rights~~Articles inis ~~connection~~filed ~~therewith~~as ~~expired~~Exhibit ~~one minute after 11:59 P~~1.~~M.,~~1 ~~Eastern~~to ~~Time,~~this report on ~~June 28,~~Form ~~2023 (the “Expiration Date”)~~6-K. ~~VectivBio~~The ~~has~~foregoing ~~been~~summary ~~advised that, as~~ of the ~~Expiration~~Amended ~~Date,~~Articles ~~59,287,753~~does ~~Shares~~not ~~have~~purport ~~been~~to ~~validly~~be ~~tendered~~complete and ~~not~~is ~~validly~~subject ~~withdrawn pursuant~~ to ~~the Offer~~, ~~representing~~and ~~approximately~~qualified ~~94.40%~~in ~~of the Shares outstanding (not~~its ~~including~~entirety 2by,~~007,310~~ ~~Shares~~the ~~delivered~~Amended ~~pursuant to guaranteed delivery procedures~~Articles, ~~representing~~which ~~approximately~~are ~~3.20%~~filed ofherewith ~~the Shares outstanding). The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition (~~as ~~defined~~Exhibit ~~in the Transaction Agreement)~~1.1 ~~As all conditions to the Offer have been satisfied or waived, Ironwood has accepted for payment~~ and ~~will~~incorporated ~~promptly~~herein ~~pay~~by ~~for all Shares that were validly tendered and not validly withdrawn in accordance with the terms of the Offer~~reference.

~~Effective~~Officer asResignations of the completion of the Offer, all directors of VectivBio resigned from their positions as directors of VectivBio and were replaced by those directors elected by the shareholders of VectivBio at an extraordinary general meeting of shareholders held on June 26, 2023, as further described on Form 6-K filed by VectivBio with the Securities and Exchange Commission on June 26, 2023.

~~Press~~In ~~Release~~connection with the successful completion of Ironwood Pharmaceuticals, Inc.’s, a Delaware corporation (“Ironwood”), previously announced cash tender offer (the “Offer”) to acquire all of the outstanding registered ordinary shares, nominal value of CHF 0.05 per share, of the Company, at a price per share equal to $17.00, net to the seller in cash, without interest, and subject to deduction for any applicable withholding taxes, each of (i) Luca Santarelli, Chief Executive Officer of the Company, (ii) Claudia D’Augusta, Chief Financial Officer of the Company, (iii) Christian Meyer, Chief Operating Officer of the Company, (iv) Omar Khwaja, Chief Medical Officer of the Company, (v) Kevin Harris, Chief Commercial Officer of the Company, (vi) Scott Applebaum, Chief Legal Officer and Corporate Secretary of the Company, and (vii) Alain Bernard, Chief Technology Officer of the Company resigned from the Company or entered into customary separation or termination agreements with the Company.

OnExhibits ~~June 29,~~1.1 ~~2023,~~Articles ~~VectivBio issued a joint press release with Ironwood announcing the expiration and results~~ of ~~the~~Association ~~tender offer by Ironwood to acquire all~~ of ~~the outstanding registered ordinary shares of~~ VectivBio. AHolding ~~copy~~AG, ~~of the press release is attached hereto~~ as ~~Exhibit 99~~amended.~~1 and is incorporated herein by reference.~~

The information in this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-269450, 333-265546 and 333-264653) and the Company’s Registration Statements on Form S-8 (File Nos. 333-269451 and 333-255524).

Exhibits 99.1 Joint Press Release issued by VectivBio Holding AG and Ironwood Pharmaceuticals, Inc., dated June 29, 2023

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, thereunto duly authorized.

	VECTIVBIO HOLDING AG
June 29, 2023	By:	/s/ Luca Santarelli
July 17, 2023	By:	/s/ Sravan K. Emany
		Luca Santarelli
		Sravan K. Emany
		Chief Executive Officer
		Authorized Representative

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