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): ~~February~~March 1628, 2024

Finch Therapeutics Group, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40227	82-3433558
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

75 State Street, Suite 100

Boston, Massachusetts

02109

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 229-6499

(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:

☐	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		TradingSymbol(s)		Name of each exchangeon which registered
Common Stock $0.001 par value per share		FNCH		The ~~Nasdaq~~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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs ~~February 16,~~previously ~~2024,~~disclosed ~~Finch~~in ~~Therapeutics Group, Inc. (~~the ~~“Company”)~~Annual ~~was~~Report ~~notified~~on byForm ~~the~~10-K ~~Listing~~for ~~Qualifications Department (~~the ~~“Staff”)~~fiscal ofyear ~~The~~ended ~~Nasdaq~~December 31, ~~Stock~~2023, ~~Market~~on ~~LLC~~March 22, ~~(“Nasdaq”) that~~2024, ~~based~~Susan onGraf ~~the~~resigned ~~Staff’s~~from ~~review of~~ the ~~Company~~Board ~~and~~of ~~pursuant~~Directors toof ~~Listing~~Finch ~~Rule~~Therapeutics ~~5101~~Group, ~~the~~Inc. ~~Staff believes that~~ (the ~~Company no longer has an operating business and is a~~ “~~public shell~~Company”), ~~and~~effective ~~that~~as ~~the continued listing~~ of ~~its~~March 26, ~~securities is no longer warranted~~2024.

~~The~~Ms. Graf ~~Company~~was ~~disagrees~~a ~~with~~member ~~Nasdaq’s~~of ~~determination regarding~~ the Company’s ~~status~~audit ascommittee, ~~a “public shell”~~ and, ~~accordingly,~~as ~~has~~a ~~requested~~result anof ~~appeal~~her ~~hearing.~~resignation, ~~The~~the ~~hearing~~Company’s ~~request~~audit ~~automatically~~committee ~~stays~~consists ~~any~~of ~~suspension~~only ortwo ~~delisting~~(2) members, ~~action~~both ~~pending~~of ~~the~~whom ~~hearing~~meet ~~and~~ the ~~expiration~~criteria offor ~~any~~committee ~~additional~~membership ~~extension~~prescribed ~~period~~in ~~that may be granted by the~~ Nasdaq ~~panel~~Listing ~~pursuant~~Rule ~~to the hearing~~5605(c)(2). ~~There~~Nasdaq ~~can~~Listing beRules norequire ~~assurance that~~ the Company’s ~~appeal~~audit ofcommittee ~~the~~to ~~delisting determination will~~ be ~~successful~~comprised orof ~~that,~~three if(3) independent ~~successful, the Company will be able to maintain compliance with all applicable listing criteria~~directors.

~~Item 8~~On March 28, 2024, in accordance with Nasdaq Listing Rules, the Company notified the Nasdaq Stock Market of Ms.01 Graf’s ~~Other~~resignation ~~Events~~and the resulting non-compliance with the audit committee composition requirements. On April 2, 2024, the Company received a notice from Nasdaq acknowledging the fact that the Company does not meet the requirements of such rules.

AsIn ~~previously~~accordance ~~disclosed,~~with ~~including~~Nasdaq inListing ~~the~~Rule ~~Company’s~~5605(c)(4) ~~Quarterly~~and ~~Report on Form 10-Q for~~ the ~~quarterly~~Nasdaq ~~period ended September 30~~notice, ~~2023~~to ~~and~~regain ~~filed~~compliance with the ~~SEC~~Nasdaq onListing ~~November 8~~Rules, ~~2023,~~ the Company ~~and~~has ~~the~~until ~~Regents of~~ the ~~University~~earlier of ~~Minnesota~~March 26, ~~are~~2025 ~~involved~~or inits ~~litigation~~next ~~with~~annual ~~Rebiotix~~stockholders ~~Inc.~~meeting ~~and~~(or, ~~Ferring~~if ~~Pharmaceuticals Inc. regarding~~ the ~~infringement~~next ofannual ~~various~~stockholders ~~United~~meeting ~~States~~is ~~patents.~~held Onbefore ~~February~~September 2123, 2024, ~~the~~until ~~Company~~September 23, ~~received~~2024) ato ~~notice~~regain ~~that~~compliance ~~the~~with ~~U.S. District Court for~~ the ~~District~~Nasdaq ofListing ~~Delaware~~Rules ~~issued~~related ~~an order resetting the trial date from May 20, 2024~~ to ~~August 5,~~audit ~~2024~~committee composition.

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~~thereunto duly authorized.

FINCH THERAPEUTICS GROUP, INC.

Date: February 23, 2024

/s/ Matthew P. Blischak

Date: April 3, 2024

/s/ Matthew Blischak

Matthew P. Blischak

Matthew Blischak Chief Executive Officer

Chief Executive Officer, President and Secretary

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