UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| TheStock Market LLC |
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| Item 2.02. | Results of Operations and Financial Condition |
On February 20, 2024, Bicycle Therapeutics plc (the “Company”) issued a press release announcing financial results for the fiscal quarter and the year ended December 31, 2023 and other business highlights. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 2.02 in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 20, 2024, the Board of Directors (the “Board”) of the Company, upon the recommendation of the Nominating & Corporate Governance Committee of the Board, appointed Stephen Sands to the Board, effective as of the close of business on February 20, 2024, New York City time. The Board has determined that Mr. Sands is “independent” pursuant to the rules of the Nasdaq Stock Market LLC and other governing laws and applicable regulations.
Mr. Sands will serve as a Class III director until the Company’s 2025 annual general meeting of shareholders and until his successor has been duly elected and qualified or until his earlier death, resignation or removal. Mr. Sands will also serve as a member of the Audit and Strategic Committees.
There are no arrangements or understandings between Mr. Sands and any other person pursuant to which Mr. Sands was elected as a director. Mr. Sands does not have any family relationships with any of the Company’s directors or executive officers, and he does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As a non-employee director of the Company, Mr. Sands is eligible to participate in the Company’s Amended and Restated Non-Employee Director Compensation Policy (the “Policy). Pursuant to the Policy, Mr. Sands will receive (i) annual cash compensation of $50,000 for his service as a director, (ii) annual cash compensation of $10,500 for his service as a member of the Audit Committee and (iii) annual cash compensation of $33,000 for his service as a member of the Strategic Committee. Additionally, Mr. Sands is eligible for an option to purchase 24,000 ordinary shares of the Company and a restricted share unit (“RSU”) of 12,000 ordinary shares of the Company. The options and RSUs will vest in three equal annual installments on the first, second and third anniversaries of the date of grant, subject to continued service as a director through the applicable vesting dates.
In connection with his appointment to the Board, Mr. Sands will also enter into the Company’s standard form of deed of indemnity, a copy of which was filed as Exhibit 10.12 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 12, 2019.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release issued February 20, 2024 | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL) |
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 hereunto duly authorized.
| Date: February 20, 2024 | BICYCLE THERAPEUTICS PLC | |
| By: | /s/ Alethia Young | |
| Name: | Alethia Young | |
| Title: | Chief Financial Officer | |