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~~February 2715, ~~2023~~2024

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

TradingSymbol(s)

Name of each exchangeon which registered

Common stock, par value $0.01 per share

FRTX

The Nasdaq Stock Market LLC

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

N/A

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 15.0207. ~~Termination~~Submission of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

On ~~December~~February 2715, ~~2023~~2024, ~~in preparation for the planned liquidation and dissolution (the “Dissolution”) of~~ Fresh Tracks Therapeutics, Inc. (~~“Fresh Tracks” or~~ the “Company”), ~~the~~convened ~~Company’s~~a ~~Board~~special ofmeeting ~~Directors (the “Board”) terminated the Fresh Tracks Therapeutics, Inc. 2020 Omnibus Long-Term Incentive Plan (the “2020 Plan”), the Amended and Restated 2009 Equity Incentive Plan~~ of ~~Brickell~~stockholders ~~Biotech, Inc.~~ (the “~~2009~~Special ~~Plan~~Meeting”) ~~and the Amended and Restated Stock Incentive Plan of Vical Incorporated (the “Vical Plan”)~~, and ~~all~~held ~~outstanding~~votes ~~options~~on ~~and unvested restricted stock units (“RSUs”) granted thereunder, effective December 28, 2023 (~~the ~~“Effective~~following ~~Date”).~~ proposals:

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

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.


For	Against	Abstain	Broker Non-Votes
2,528,217	72,980	16,015	0

~~Item~~Proposal ~~5.02.~~2 ~~Departure~~- To approve one or more adjournments of ~~Directors~~the Special Meeting to a later date or ~~Certain~~dates ~~Officers;~~if ~~Election~~necessary ofor ~~Directors;~~appropriate ~~Appointment~~to solicit additional proxies if there are insufficient votes at the time of ~~Certain~~the ~~Officers;~~Special ~~Compensatory~~Meeting ~~Arrangements~~to approve the Dissolution Proposal or in the absence of ~~Certain~~a ~~Officers~~quorum.

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


For	Against	Abstain	Broker Non-Votes
2,533,041	66,225	17,946	0

~~Cautionary~~Proposal ~~Note~~2 ~~Regarding~~was ~~Forward-Looking~~approved, ~~Statements~~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.

~~Any~~Each ~~statements~~proposal ~~made~~is described in ~~this~~detail ~~Current~~in 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~~definitive toproxy ~~seek~~statement 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~~Special ~~terminated~~Meeting ~~RSUs,~~filed ~~and~~with ~~similar statements, are forward-looking statements within~~ the ~~meaning of the U.S. Private~~ Securities ~~Litigation~~and ~~Reform~~Exchange ~~Act~~Commission ~~of 1995. In addition, when or if used in this Current Report~~ on ~~Form 8-K~~January 17, the words “may,” “could,” “should,” “might,” “show,” “continue,” “conduct,” “prepare,” “reduce,” “report,” “seek,” “conserve,” “distribute,” “pay,” “paid,” “dissolve,” “encourage,” “discontinue,” “terminate,” “wind down,” “additional,” “announce,” “anticipate,” “believe,” “sufficient,” “effective,” “outstanding,” “estimate,” “expect,” “intend,” “decide,” “replace,” “plan,” “potential,” “will,” “evaluate,” “aim,” “meet,” “support,” “look forward,” “right to,” “value,” “develop,” “promise,” “provide,” “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 statements2024. 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 information 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.sec.gov (or at https://www.frtx.com). Readers are 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 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.

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: January 3, 2024	Fresh Tracks Therapeutics, Inc.
Date: February 16, 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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