8-K

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 4, 2023

ENTRADA THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-40969	81-3983399
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6 Tide Street
Boston, MA	02210
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (857) 520-9158

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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
Common Stock, $0.0001 par value per share	TRDA	The Nasdaq Global 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 x

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. o

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

Effective as of April 4, 2023, the Board of Directors (the “Board”) of Entrada Therapeutics, Inc. (the “Company”) expanded the size of the Board from seven to eight directors and appointed Bernhardt Zeiher, M.D. to the Board as a Class II director, to serve until the annual meeting of stockholders held in 2023 or until his successor is duly elected and qualified. Dr. Zeiher was also appointed to serve on the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”). The composition of the Audit Committee (the “Audit Committee”) and the Compensation Committee (the “Compensation Committee”) of the Board remain unchanged.

A copy of the press release announcing the appointment of Dr. Zeiher is attached as Exhibit 99.1 and incorporated herein by reference.

Pursuant to the Company’s Amended and Restated Non-employee Director Compensation Policy (the “Policy”), Dr. Zeiher was granted a stock option to purchase 32,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”). The stock option shall vest in equal monthly installments over three years from the date of grant, subject to Dr. Zeiher’s continuous service through the applicable vesting date. Dr. Zeiher will also receive an annual fee of $40,000 for service as a director and an annual fee of $4,000 for service as a member of the NCG Committee. In addition, Dr. Zeiher will be eligible to receive on the date of each annual meeting of stockholders of the Company (the “Annual Meeting”), beginning with the Annual Meeting to be held in 2024, an annual stock option grant in an amount equal to the lesser of (x) a stock option with a Value (as defined in the Policy) of $250,000 and (y) a stock option to purchase 16,000 shares of Common Stock. The stock option shall vest in full upon the earlier of (i) the first anniversary of the date of grant or (ii) the date of the next Annual Meeting, in each case, subject to Dr. Zeiher’s continuous service through the applicable vesting date.

Dr. Zeiher has entered into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.4 to the Company’s Registration Statement on Form S-1 filed on October 25, 2021.

There are no arrangements or understandings between Dr. Zeiher and any other person pursuant to which Dr. Zeiher was appointed as a member of the Board. There are no family relationships between Dr. Zeiher, on the one hand, and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer, on the other. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Dr. Zeiher, on the one hand, and the Company, on the other.

The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits.

99.1	Press Release issued by Entrada Therapeutics, Inc. on April 4, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

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 duly authorized.

	Entrada Therapeutics, Inc.
Date: April 4, 2023		/s/ Dipal Doshi
		Dipal Doshi
		President and Chief Executive Officer

EX-99.1

Entrada Therapeutics Appoints Dr. Bernhardt Zeiher to its Board of Directors

BOSTON, April 4, 2023 (GLOBE NEWSWIRE) -- Entrada Therapeutics, Inc. (Nasdaq: TRDA), a biopharmaceutical company aiming to transform the lives of patients by establishing intracellular Endosomal Escape Vehicle (EEV™)-therapeutics as a new class of medicines, today announced the appointment of Dr. Bernhardt “Bernie” Zeiher to its Board of Directors, effective immediately. Dr. Zeiher served most recently as the Chief Medical Officer at Astellas Pharma.

“Bernie is a dynamic life sciences leader and we look forward to having him join our Board of Directors,” said Dipal Doshi, President and Chief Executive Officer of Entrada. “As the former Chief Medical Officer and President of Development at Astellas, Bernie provides invaluable clinical and regulatory insight as we continue to advance our lead programs in Duchenne muscular dystrophy and myotonic dystrophy type 1 as well as broadening our pipeline.”

“Entrada’s EEV platform is transforming the way we think about intracellular therapeutics and I am honored to be joining the Board at this time in its growth,” said Dr. Zeiher. “Entrada’s culture of innovation, collaboration and commitment to patients aligns closely with my own values, and I look forward to working with the team to advance Entrada’s expanding intracellular therapeutics pipeline.”

Dr. Zeiher started his career at Astellas in 2010 as Vice President and Therapeutic Area Leader for Inflammation, Immunology and Infectious Diseases. He was promoted to Senior Vice President and Therapeutic Area Head for Immunology, Infectious Diseases and Transplant in 2012. Dr. Zeiher was later

named Executive Vice President and Therapeutic Area Head when his responsibilities expanded to include the company's development operations and clinical pharmacology departments. He was promoted to President of Development in 2015, and most recently to Chief Medical Officer in 2018. Prior to joining Astellas, Dr. Zeiher served as Vice President of the Inflammation and Immunology Therapeutic Area at Pfizer and Medical Director for Inflammation and Immunology at Eli Lilly. Throughout his career, he has participated in the development and approval of 15 products across multiple therapeutic areas.

Dr. Zeiher earned his Doctor of Medicine at the Case Western Reserve University School of Medicine and completed an internal medicine residency at University Hospitals of Cleveland as well as a fellowship in Pulmonary and Critical Care Medicine at University of Iowa Hospitals and Clinics. He is also a Fellow in the American College of Physicians and the American College of Chest Physicians. 

About Entrada Therapeutics
Entrada Therapeutics is a biopharmaceutical company aiming to transform the lives of patients by establishing a new class of medicines, Endosomal Escape Vehicle (EEV™)-therapeutics, to engage intracellular targets that have long been considered inaccessible and undruggable. The Company’s EEV therapeutics are designed to enable the efficient intracellular delivery of a wide range of therapeutics into a variety of organs and tissues, resulting in an improved therapeutic index. Through its proprietary, highly versatile and modular EEV platform, Entrada is building a robust development portfolio of RNA-, antibody- and enzyme-based programs for the potential treatment of neuromuscular, immunological, ocular and metabolic diseases, among others. The Company’s lead oligonucleotide programs include ENTR-601-44 and ENTR-601-45 for the potential treatment of people living with Duchenne who are exon 44 and 45 skipping amenable, respectively, as well as our partnered candidate ENTR-701 targeting myotonic dystrophy type 1 (DM1).

For more information about Entrada, please visit our website, www.entradatx.com, and follow us on Twitter and LinkedIn.

Entrada Investor/Media ContactKarla MacDonaldChief Corporate Affairs Officer 

kmacdonald@entradatx.com

XML

Cover	Apr. 04, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Apr. 04, 2023
Entity Registrant Name	ENTRADA THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40969
Entity Tax Identification Number	81-3983399
Entity Address, Address Line One	6 Tide Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02210
City Area Code	(857)
Local Phone Number	520-9158
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value per share
Trading Symbol	TRDA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001689375