0000899243-19-024793.txt : 20191002 0000899243-19-024793.hdr.sgml : 20191002 20191002210023 ACCESSION NUMBER: 0000899243-19-024793 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20191002 FILED AS OF DATE: 20191002 DATE AS OF CHANGE: 20191002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COHEN MARC A CENTRAL INDEX KEY: 0001132945 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39062 FILM NUMBER: 191134080 MAIL ADDRESS: STREET 1: 7255 WOODMONT AVE CITY: BETHESDA STATE: MD ZIP: 20814 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Frequency Therapeutics, Inc. CENTRAL INDEX KEY: 0001703647 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 472324450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 19 PRESIDENTIAL WAY, SUITE 203 CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 781-315-4600 MAIL ADDRESS: STREET 1: 19 PRESIDENTIAL WAY, SUITE 203 CITY: WOBURN STATE: MA ZIP: 01801 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2019-10-02 0 0001703647 Frequency Therapeutics, Inc. FREQ 0001132945 COHEN MARC A C/O FREQUENCY THERAPEUTICS, INC., 19 PRESIDENTIAL WAY, 2ND FLOOR WOBURN MA 01801 1 0 0 0 Common Stock 72475 I The Marc Andrew Cohen Revocable Trust Series A Preferred Stock Common Stock 340321 I The Marc Andrew Cohen Revocable Trust Series B Preferred Stock Common Stock 80650 I The Marc Andrew Cohen Revocable Trust Series C Preferred Stock Common Stock 24258 I The Marc Andrew Cohen Revocable Trust Stock Option 0.61 2027-06-28 Common Stock 20105 D Stock Option 0.61 2028-05-21 Common Stock 66763 D Stock Option 3.37 2029-04-16 Common Stock 54745 D Stock Option 3.37 2029-04-16 Common Stock 20778 D Each share of the Issuer's preferred stock is convertible into 0.148467077 shares of the Issuer's common stock at the holder's election and has no expiration date. The preferred stock will automatically convert into common stock upon the closing of the Issuer's initial public offering. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2017 and will be fully vested and exercisable on January 1, 2021. The option vests and becomes exercisable in equal monthly installments over a four year period commencing on February 1, 2018, and will be fully vested and exercisable on January 1, 2022. The option vests and becomes exercisable in equal monthly installments over a two year period commencing on February 1, 2019, and will be fully vested and exercisable on January 1, 2021. The option is fully vested. Exhibit 24 - Power of Attorney. /s/ Michael D. Bookman, Attorney-in-Fact for Marc A. Cohen 2019-10-02 EX-24 2 attachment1.htm EX-24 DOCUMENT

                                                                      Exhibit 24

                               POWER OF ATTORNEY

    With respect to holdings of and transactions in securities issued by
Frequency Therapeutics, Inc. (the "Company"), the undersigned hereby constitutes
and appoints the individuals named on Schedule A attached hereto and as may be
amended from time to time, or any of them signing singly, with full power of
substitution and resubstitution, to act as the undersigned's true and lawful
attorney-in-fact to:

    1.    prepare, execute in the undersigned's name and on the undersigned's
          behalf, and submit to the United States Securities and Exchange
          Commission (the "SEC") a Form ID, including amendments thereto, and
          any other documents necessary or appropriate to obtain and/or
          regenerate codes and passwords enabling the undersigned to make
          electronic filings with the SEC of reports required by Section 16(a)
          of the Securities Exchange Act of 1934, as amended, or any rule or
          regulation of the SEC;

    2.    execute for and on behalf of the undersigned, Forms 3, 4, and 5 in
          accordance with Section 16 of the Securities Exchange Act of 1934, as
          amended, and the rules thereunder;

    3.    do and perform any and all acts for and on behalf of the undersigned
          which may be necessary or desirable to complete and execute any such
          Form 3, 4, or 5, complete and execute any amendment or amendments
          thereto, and timely file such form with the SEC and any stock exchange
          or similar authority; and

    4.    take any other action of any type whatsoever in connection with the
          foregoing which, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned pursuant to this Power
          of Attorney shall be in such form and shall contain such terms and
          conditions as such attorney-in-fact may approve in such attorney-in-
          fact's discretion.

    The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution and
resubstitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorneys-in-fact substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Power of Attorney and the
rights and powers herein granted.

    The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934, as amended.

    This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

    IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 12th day of September, 2019.


                            Signature:     /s/ Marc A. Cohen
                                           -----------------
                            Print Name:    Marc A. Cohen



                                    Schedule A
                                    ----------

    Individuals Appointed as Attorney-in-Fact with Full Power of Substitution
and Resubstitution

David L. Lucchino
Michael D. Bookman