false 0001661998 0001661998 2020-07-21 2020-07-21












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2020




(Exact name of Registrant as Specified in Its Charter)




Delaware   001-38433   47-3468154

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)


One Patriots Park

Bedford, MA

(Address of principal executive offices)   (Zip Code)

(781) 301-7277

(Registrant’s telephone number, include 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





Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   FIXX   Nasdaq Global Select 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 21, 2020, the Board of Directors (the “Board”) of Homology Medicines, Inc. (the “Company”) increased the size of the board from seven to eight directors, and elected Jeffrey V. Poulton as a Class I director of the Company. Mr. Poulton has also been appointed to serve on the Audit Committee of the Board (the “Audit Committee”), replacing Richard Gregory, Ph.D. on the committee.

Mr. Poulton is eligible to participate in the Company’s Non-Employee Director Compensation Program, including receipt of an annual retainer of $40,000 for his Board service, an additional annual retainer of $7,500 for his service as a member of the Audit Committee, and an initial award of an option to purchase 36,000 shares of the Company’s common stock (the “Initial Award”). The Initial Award has an exercise price equal to $16.48 per share, the fair market value of a share of the Company’s common stock on the date of grant, and will vest and become exercisable in three substantially equal annual installments following the date of grant, subject to Mr. Poulton’s continued service on the Board through each such vesting date. Mr. Poulton has also entered into the Company’s standard indemnification agreement for directors and officers.


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: July 21, 2020     By:  

/s/ W. Bradford Smith

      W. Bradford Smith
      Chief Financial Officer, Treasurer and Secretary
Document and Entity Information
Jul. 21, 2020
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001661998
Document Type 8-K
Document Period End Date Jul. 21, 2020
Entity Registrant Name HOMOLOGY MEDICINES, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-38433
Entity Tax Identification Number 47-3468154
Entity Address, Address Line One One Patriots Park
Entity Address, City or Town Bedford
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01730
City Area Code (781)
Local Phone Number 301-7277
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.0001 par value per share
Trading Symbol FIXX
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false