UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~November 20~~December 1, 2023

LOGO

EVELO BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38473

46-5594527

~~001-38473~~

~~46-5594527~~

(State or other jurisdictionof incorporation or organization)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

(State or other jurisdiction ofincorporation or organization)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

One Kendall Square, 600/700, Suite 7-201 Cambridge, Massachusetts 02139 (Address of principal executive offices) (Zip Code)

Cambridge, Massachusetts 02139

(Address of principal executive offices) (Zip Code)

(617) 577-0300

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

☐Check ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ☐ Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ☐filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ☐under ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c))~~provisions:

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 per share

EVLO

Nasdaq Global Select Market

☐	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 per share	EVLO	Nasdaq Global Select Market

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 53.0201.      ~~Departure~~ Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

~~Director~~On ~~Departures~~December 1, 2023, Evelo Biosciences Inc. (the “Company”) was notified by the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, as a result of the events disclosed in the Company’s Current Report on Form 8-K filed on November 21, 2023, including (i) the approval of a plan of dissolution of the Company (the “Dissolution”) by the Company’s Board of Directors (the “Board”), subject to stockholder approval, (ii) the resignation of each of Juan Andres, Balkrishan (Simba) Gill, Ph.D., Jose-Carlos Gutiérrez-Ramos, Ph.D., Jeffrey R. Moore, Alexander C. Reynolds, Robert L. Rosiello and Tonya Williams from the Board and respective committee assignments thereof (the “Board Resignations”) and (iii) the separation of the Company’s Chief Executive Officer and Chief Financial Officer from the Company, it is the Staff’s belief that the Company no longer has an operating business and is a “public shell” as that term is defined in Nasdaq Listing Rule 5101. Terms used but defined herein are as defined under the rules of Nasdaq.

OnThe ~~November~~Staff ~~20,~~also ~~2023,~~indicated inthat ~~connection~~that ~~with~~ the ~~Dissolution~~Company ~~(as~~is ~~defined~~not ~~below),~~compliant ~~each~~with ofthe ~~Juan~~following ~~Andres,~~requirements ~~Balkrishan~~for continued listing on Nasdaq: (~~Simba~~1) ~~Gill~~$50, ~~Ph.D.~~000,000 ~~Jose-Carlos~~minimum ~~Gutiérrez-Ramos,~~Market ~~Ph.D.,~~Value ~~Jeffrey~~of R.Listed ~~Moore~~Securities, ~~Alexander~~(2) ~~C. Reynolds~~$15,000,000 ~~Robert~~minimum L.Market ~~Rosiello~~Value ~~and~~of ~~Tonya~~Publicly ~~Williams~~Held ~~notified~~Shares ~~Evelo~~and ~~Biosciences, Inc.~~ (~~the~~3) a ~~“Company,”~~minimum ~~“we,”~~bid ~~“us,”~~price ~~“our,”~~of ~~and~~$1 ~~“Evelo”)~~per ofshare. ~~their~~Additionally, ~~resignation~~following ~~from~~ the Board ofResignations, ~~Directors~~it (is the ~~“Board”)~~Staff’s ofbelief that the Company ~~and~~is ~~all~~no ~~committees~~longer ~~thereof,~~in ~~effective~~compliance ~~upon~~with: the ~~Company’s~~majority ~~acceptance~~independent ofboard ~~such~~requirement ~~resignation. In~~under ~~each~~Listing ~~case,~~Rule ~~the~~5605(b)(1); ~~director’s resignation was not~~ the ~~result~~audit ofcommittee acomposition ~~disagreement~~requirement ~~with~~under ~~the~~Listing ~~Company.~~Rule In5605(c)(2); ~~connection with~~ the ~~foregoing~~compensation ~~resignations,~~committee ~~the~~composition ~~Board~~requirement ~~reduced~~under ~~its~~Listing ~~size~~Rule ~~from~~5605(d)(2) ~~seven~~and ~~directors~~the toIndependent ~~one~~Director ~~director~~oversight inof ~~Class~~Director IINominations ~~authorized~~requirement tounder ~~serve~~Listing onRule ~~the Board~~5605(e)(1).

~~Officer~~Accordingly, ~~Departures~~Nasdaq notified the Company that continued listing of its securities on Nasdaq is no longer warranted and, unless the Company requests an appeal of these matters, trading of the Company’s common stock will be suspended at the opening of business on December 12, 2023, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

OnThe ~~November 20, 2023, in connection with the Dissolution, Simba Gill ceased serving as the~~ Company’s ~~President,~~does ~~Chief~~not ~~Executive~~intend ~~Officer,~~to ~~principal~~appeal ~~executive~~these officer and president, and Marella Thorell ceased serving as the Company’s Chief Financial Officer, Secretary, Treasurer, principal financial officer and principal accounting officer, in each case, effective as of 11:59 pmatters.~~m.,~~ ~~Eastern Time, on November 20, 2023. Dr. Gill and Ms. Thorell will cease their employment with the Company effective as of 11:59 p.m., Eastern Time, on December 1, 2023.~~

In connection with their separation, Dr. Gill and Ms. Thorell will be eligible to receive severance payments equal to four weeks of their respective base salaries in exchange for executing a release of claims in favor of the Company. The Company also anticipates entering into post-employment consulting agreements with each of Dr. Gill and Ms. Thorell under which they would provide transition consulting and advisory services relating to the Dissolution for a consulting fee of $3,150 per diem for Dr. Gill and $2,262 per diem for Ms. Thorell.

Election of Director and Officer

On November 20, 2023, the Board appointed Craig R. Jalbert, age 62, as the Company’s President and Corporate Secretary and as Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, in each case, effective as of 12:00 a.m., Eastern Time, on November 21, 2023. Mr. Jalbert was also appointed as sole member of the Board as a Class II director, effective upon the aforementioned directors’ resignations, with a term that expires upon the election and qualification of his successor or until his earlier resignation or removal. Mr. Jalbert has not been appointed to any committee of the Board and, as of the date hereof, is not expected to be appointed to any committee of the Board.

Mr. Jalbert has served as a principal of the Foxborough, Massachusetts accounting firm of Verdolino & Lowey, P.C. since 1987. For over 30 years his practice has focused on distressed businesses, and he has served, and continues to serve, in the capacities of officer and director for numerous public and private companies in their wind down phases.

In connection with his appointment as an officer and director of the Company, Mr. Jalbert will be compensated in the amount of $10,000 per month until the date the Company files a Certificate of Dissolution and, following such filing, $50,000 per year for a period of three years thereafter. Mr. Jalbert was appointed to the Board and as an officer of the Company pursuant to an engagement letter with the Company, executed on November 20, 2023, to assist the Company in developing a plan of wind down of the Company’s business affairs. There are no family relationships between Mr. Jalbert and any director or executive officer of the Company, and Mr. Jalbert has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 8.01. Other Matters.

Plan of Dissolution

On November 20, 2023 (the “Effective Date”), the Board: (i) determined that it is in the best interests of Evelo and its stockholders that the Company be dissolved in accordance with the General Corporation Law of the State of Delaware pursuant to a Plan of Dissolution (the “Dissolution”); (ii) approved the Dissolution; and (iii) approved seeking stockholder approval to proceed with the Dissolution pursuant to Delaware law (the “Dissolution Proposals”) at a special meeting of stockholders (the “Special Meeting of Stockholders”) to be held as soon as reasonably practicable following the Effective Date. If the Dissolution Proposals are approved, the Company intends to file a Certificate of Dissolution with the Secretary of State of the

State of Delaware in accordance with Delaware law to initiate the dissolution process. The exact timing of such filing will be subject to the discretion of the Board.

After seeking potential funding sources and other ways to continue to operate Evelo’s business, Evelo has not found a viable alternative to the Dissolution. The Board believes that the Dissolution presents the best opportunity for recovery for the Company’s creditors and may also provide an opportunity for future payments to its other stakeholders, including Evelo’s stockholders. The Company has engaged third-party advisors, Rock Creek Advisors, LLC, to assist the Company in its continuing efforts to identify strategic alternatives to help monetize the Company’s assets and maximize the value thereof. There can be no assurance that these efforts will yield the desired outcome or result in the greatest recovery, if any, for Evelo stockholders.

Evelo expects that, in connection with the proposed Dissolution, if approved by the stockholders and implemented by the Company in accordance with the Delaware General Corporation Law and the Plan of Dissolution, Nasdaq will file a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company expects thereafter to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

The foregoing description of the Dissolution and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Plan of Dissolution, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.

Additional Information and Where to Find It

Evelo will file with the SEC a proxy statement in connection with the planned Dissolution. The definitive proxy statement will be sent to the Company's stockholders and will contain important information about the planned Dissolution. INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE. Investors and stockholders may obtain a free copy of the proxy statement (when it is available) and other documents filed with the SEC at the SEC's website at www.sec.gov.

Certain Information Concerning Participants

Evelo and its directors and executive officers may be deemed to be participants in the solicitation of proxies from stockholders of Evelo in connection with the proposed Dissolution. Information about the persons who may be considered to be participants in the solicitation of Evelo’s stockholders in connection with its proposed Dissolution, and any interest they have in the proposed Dissolution, will be set forth in the definitive proxy statement when it is filed with the SEC. Further information about Evelo’s directors and executive officers is set forth in its proxy statement for its annual meeting of stockholders held June 2023. Copies of these documents may be obtained for free at the SEC’s website at www.sec.gov.

Forward Looking Statements

This Current Report on Form 8-K (the “Form 8-K”) contains forward-looking statements, including within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including without limitation statements regarding the proposed Dissolution and the ~~related~~Company’s ~~Special Meeting, our~~ Nasdaq listing status and registration of ~~our~~its securities~~, the expected benefit of the Dissolution for our stakeholders and efforts aimed to maximize the Company’s value~~. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause ~~our~~the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to ~~our~~the Company’s stockholders may not realize any value in ~~Evelo~~the Company’s ~~shares~~common stock. These and other factors discussed under the caption “Risk Factors” in ~~our~~the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, and ~~our~~its other reports filed with the SEC, could cause actual results to differ materially from those indicated by the forward-looking statements made in this Form 8-K. Any such forward-looking statements represent management'’s estimates as of the date of this Form 8-K. While wethe Company may elect to update such forward-looking statements at some point in the future, except as required by law, weit ~~disclaim~~disclaims any obligation to do so, even if subsequent events cause ~~our~~the Company’s views to change. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
2.1						Plan of Dissolution of Evelo Biosciences, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	~~EVELO BIOSCIENCES, INC.~~	EVELO BIOSCIENCES, INC.
Date: November 21, 2023	By:			/s/ Marella Thorell
Date: December 4, 2023		By:	/s/ Craig R. Jalbert
				Marella Thorell
			Craig R. Jalbert
				Chief Financial Officer and Treasurer
			President, Director and Corporate Secretary

Filing Compare · Evelo Biosciences, Inc.