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 15, 2022
ORGANOGENESIS HOLDINGS INC.
(Exact Name of Registrant as specified in its charter)
Delaware | 001-37906 | 98-1329150 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
85 Dan Road Canton, MA | 02021 | |
(Address of principal executive offices) | (Zip Code) |
(781) 575-0775
(Registrant’s telephone number, including area code)
Not Applicable
(Registrant’s name or former address, if change 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 | Trading Symbol(s) | Name of each exchange on which registered | ||
Class A Common Stock, $0.0001 par value | ORGO | Nasdaq Capital 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 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. |
Appointment of Michael J. Driscoll to Board of Directors
On February 17, 2022, the Company announced that Michael J. Driscoll, Ed.D. had been appointed by the board of directors to serve as an independent director of the Company effective as of February 15, 2022. With Dr. Driscoll’s appointment, the Company’s board of directors has nine members. Dr. Driscoll will serve as a member of the audit committee and the nominating committee of the Company’s board of directors. Dr. Driscoll will receive annual retainer fees from the Company of $72,500 for his service on the board of directors and on the audit committee and the nominating committee. In addition, he received an award of 20,547 restricted stock units, which will vest on February 15, 2023. Each restricted stock unit represents the contingent right to receive, upon vesting of the unit, one share of the Company’s Class A common stock. Dr. Driscoll will also have the benefit of the Company’s standard forms of indemnification agreement and change in control retention agreement.
A copy of the press release dated February 17, 2022 announcing the appointment of Dr. Driscoll is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit | Description | |
99.1 | Press release dated February 17, 2022. |
SIGNATURE
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.
Organogenesis Holdings Inc. | ||
By: | /s/ Lori Freedman | |
Name: | Lori Freedman | |
Title: | Vice President and General Counsel |
Date: February 18, 2022