8-K

Date: August 15, 2023

/s/ Rohan Palekar

Rohan Palekar

Chief Executive Officer

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): August 10, 2023

89bio, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39122

36-4946844

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

142 Sansome Street, Second Floor

San Francisco, CA 94104

(Address of principal executive offices, including zip code)

(415) 432-9270

(Registrant’s telephone number, including area code)

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:

☐	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

Common Stock, par value $0.001 per share

ETNB

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 ☒

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 Principal Officers; Election of Directors; Appointment of Principal Officers.

On August 10, 2023, Gregory Grunberg notified the board of directors (the “Board”) of 89bio, Inc. (the “Company”) of his intent to resign as a member of the Board and its committees, effective immediately. The size of the Board has been reduced to seven directors. Effective August 14, 2023, Dr. Grunberg is the Head of Life Sciences, North America at Temasek, an investment company. Dr. Grunberg’s resignation from the Board was not the result of any dispute or disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

In connection with Dr. Grunberg’s resignation, the Board has appointed E. Morrey Atkinson III to serve as chair of the Nominating and Corporate Governance Committee and Kathleen D. LaPorte as a member of the Audit Committee.