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): April 23, 2021

Finch Therapeutics Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

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

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 23, 2021, the Board of Directors (the “Board”) of Finch Therapeutics, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from seven members to eight members and elected Susan Graf to its Board, effective immediately, to serve as a Class II director whose term will expire at the Company’s 2023 Annual Meeting of Stockholders.

The Board determined that Ms. Graf qualifies as independent under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and applicable Nasdaq listing standards. In addition, the Board has determined that Ms. Graf qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

On April 23, 2021, Ms. Graf was also appointed to serve as the chairperson of the Audit Committee of the Board. Dominic Ferrante, the prior chairperson of the Audit Committee, will continue to serve as a member of the Audit Committee. In connection with Ms. Graf’s appointment to the Audit Committee, Nicholas Haft resigned as a member of the Audit Committee. Mr. Haft will continue as a member of the Board. 

There are no family relationships between Ms. Graf and any director or executive officer of the Company, and she does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Graf will be compensated in accordance with the Company’s standard compensation arrangements for non-employee directors. Pursuant to the Company’s Non-Employee Director Compensation Policy (the “Policy”), Ms. Graf will receive an annual cash retainer in the amount of $35,000 for service on the Board, an additional annual cash retainer in the amount of $7,500 for service as a member of the Audit Committee and an additional annual cash retainer in the amount of $15,000 for service as the chairperson of the Audit Committee. These retainers will be payable in arrears in four equal quarterly installments within thirty days after the end of each calendar quarter, provided that the amount of such payment will be prorated for any portion of such quarter that Ms. Graf is not serving on the Board. The Company will also reimburse Ms. Graf for reasonable out-of-pocket expenses in connection with her attendance at Board and committee meetings.

In addition to cash compensation, Ms. Graf will be eligible to receive equity compensation under the Policy. Each option granted under the Policy will be a nonstatutory stock option granted under the Company’s 2021 Equity Incentive Plan (the “Plan”) and will have an exercise price per share equal to the fair market value of a share of common stock on the date of grant. Any options granted under the Policy will have a term of ten years from the date of grant, subject to earlier termination in connection with a termination of the director’s continuous service with the Company. Vesting schedules for equity awards will be subject to the director’s continuous service on each applicable vesting date. Upon the termination of the membership of the non-employee director on the Board for any reason, his or her options granted under this Policy shall remain exercisable for three months following his or her date of termination (or such longer period as the Board may determine in its discretion on or after the date of grant of such options). Notwithstanding any vesting schedule, for each non-employee director who remains in continuous service with the Company until immediately prior to the closing of a change in control (as such term is defined in the Plan), the shares subject to his or her then-outstanding initial or annual equity awards that were granted pursuant to the Policy will become fully vested immediately prior to the closing of such change in control.

In accordance with the Policy, on April 23, 2021, Ms. Graf was granted an initial, one-time equity award of options to purchase the Company’s common stock with a grant date fair value of $200,000. The award consists of an option to purchase 23,419 shares of the Company’s common stock with an exercise price of $14.00, which was the closing price of the Company’s common stock on the date of grant. The option has a ten-year term, and one-third of the shares underlying the option will vest on the first anniversary of the date of grant, with the remainder vesting in equal monthly installments thereafter until the third anniversary of the date of grant, subject to Ms. Graf’s continuous service through each applicable vesting date.  

Ms. Graf will also be entitled to receive an annual award of an option to purchase common stock with a grant date fair value of $100,000 pursuant to the Policy. Such annual awards will be granted starting with the Company’s 2022 Annual Meeting of Stockholders, and the award will vest in equal monthly installments over the 12 months following the date of grant.

The Company also intends to enter into its standard form of indemnification agreement with Ms. Graf, a copy of which has been filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (File No. 333-253622) filed with the Securities and Exchange Commission on March 15, 2021 and is incorporated herein by reference.

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Item 7.01. Regulation FD.

A copy of the Company’s press release relating to this announcement is being furnished as Exhibit 99.1 to this Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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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.

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