UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

Check the appropriate box:

GEMINI THERAPEUTICS,

DISC MEDICINE, INC.

(Name of Registrant as Specified In Its Charter)specified in its charter)

(Name of Person(s) Filing Proxy Statement, if Other Than Theother than the Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

PROXY STATEMENT FORDISC MEDICINE, INC.

321 Arsenal Street, Suite 101

Watertown, MA 02472

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS OF

GEMINI THERAPEUTICS, INC.

To be held June 9, 2023

Proxy Statement dated August 17, 2021

and first mailed to stockholders on or about August 17, 2021

Dear Stockholders:

You are cordially invited to attendNotice is hereby given that the 20212023 Annual Meeting of Stockholders, (“or Annual Meeting”)Meeting, of Gemini Therapeutics,Disc Medicine, Inc. (the “Company”), will be held on June 9, 2023 at 10:9:00 a.m.,A.M. Eastern Time, on September 29, 2021.Time. The Annual Meeting will be held in a virtual-only format. Stockholderscompletely virtual meeting, which will be conducted by live webcast at www.virtualshareholdermeeting.com/IRON2023. You will be able to vote electronically and submit questions during the virtual meeting. You will need the 16 digit control number, which is located on the Notice of Internet Availability of Proxy Materials, or the Notice, that you received in the mail, on your proxy card, or in the instructions accompanying your proxy materials, to attend and participate inthe virtual meeting. The purpose of the Annual Meeting onlineis the following:

The proposal for the election of directors relates solely to the election of three Class II directors and three Class III directors nominated by visiting the following website www.virtualshareholdermeeting.com/GMTX2021, where youboard of directors.

Only Disc Medicine, Inc. stockholders of record at the close of business on April 14, 2023, will be ableentitled to listen tovote at the meeting live, submit questions,Annual Meeting and vote.any adjournment or postponement thereof.

We have elected to take advantage ofDisc Medicine, Inc. is following the Securities and Exchange Commission rulesCommission’s “Notice and Access” rule that allowallows companies to furnish their proxy materials to their stockholders by providing notice of and access to these documentsposting them on the Internet instead ofInternet. As a result, we are mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested, but instead will receive a Notice of Internet Availability of Proxy Materials, or the Notice, with instructions on how they may access and review ourinstead of a paper copy of the accompanying proxy materialsstatement and our 2020 Annual Report on Form 10-K for the fiscal year ended December 31, 2022, or 2022 Annual Report. The Notice contains instructions on how to access both the Internet2022 Annual Report and how they may cast their vote viaaccompanying proxy statement over the Internet. This method provides our stockholders with expedited access to proxy materials, lowers the cost of printing and distribution, and reduces the environmental impact of the Annual Meeting. If you would like to receive a printed or e-mail copyprint version of ourthe proxy materials, free of charge, please follow the instructions on the Notice.

Please see the “General Information” section of the proxy statement that accompanies this notice for requestingmore details regarding the materials inlogistics of the Notice that is being sent to you.Annual Meeting.

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Your vote is very important. Whether or not you expect to attend the virtual meeting, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the virtual Annual Meeting, we urge you to read the enclosedmeeting, by submitting your proxy statement and vote as soon as possible via the Internet by telephone or, if you receive a paperat the address listed on the proxy card or voting instruction formby signing, dating and returning the proxy card. Even if you have voted by proxy, you may still vote online during the virtual meeting. Please note, however, that if your shares are held through a broker, bank or other nominee and you wish to vote at the virtual meeting, you must obtain a proxy issued in the mail, by mailing the completed proxy card or voting instruction form. For specific voting instructions, please refer to the information provided in the accompanying Proxy Statement and in the Notice.your name from that record holder.

A record of our business activities for the 2020 fiscal year is contained in our 2020 Annual Report to Stockholders on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 Annual Report to Stockholders”).

Thank you for your confidence and continued support of Gemini Therapeutics.

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

August 17, 2021

Watertown, MA

April 20, 2023

Important Notice Regarding the AvailabilityTable of Proxy Materials for the Annual Meeting to Be Held on September 29, 2021: The proxy statement and our 2020 Annual Report to Stockholders are available at www.proxyvote.com.

TABLE OF CONTENTS

GENERAL INFORMATION

Why am I receiving these materials?

Gemini Therapeutics has prepared these materials for its Annual Meeting. The Annual Meeting is scheduled to be held on Wednesday, September 29, 2021 at 10:00 a.m. Eastern Time, solely by means of remote communication in a virtual-only format. You are invited to attend and are requested to vote on the proposals described in this Proxy Statement.

What is included in these proxy materials?

If you requested printed versions by mail, you will also receive a proxy card or voting instruction form.6

DISC MEDICINE, INC.

PROXY STATEMENT

FOR THE 2023 ANNUAL MEETING OF STOCKHOLDERS

GENERAL INFORMATION

When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materialsWe are mailing to our stockholders via the Internet. Accordingly, on or about August 17, 2021, we sent you a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”).

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full setpaper copy of proxy materials?

Pursuant to rules adopted by the SEC, the proxy materials, including the Notice of 2021 Annual Meeting of Stockholders (the “Notice of Annual Meeting”), this proxy statement and our 2022 Annual Report, on or about April 24, 2023, and it contains instructions on how to access those documents over the Internet. You will need the control number included on the Notice, proxy card or for shares held in street name (held for your account by a broker or other nominee), voting instruction form and our 2020 Annual Report to Stockholders (collectively,access these materials. If you would like to receive a print version of the “Proxy Materials”), are available to stockholdersproxy materials, free of charge, please follow the instructions on the Internet. We believe electronic delivery will expediteNotice.

Who is soliciting my vote?

Our board of directors is soliciting your vote for the receiptAnnual Meeting.

When is the record date for the Annual Meeting?

The record date for determination of materials and will help lower our costs and reducestockholders entitled to vote at the environmental impactAnnual Meeting is the close of our annual meeting materials. Accordingly, we have sent a Notice of Internet Availability to stockholders of record and beneficial ownersbusiness on April 14, 2023.

How many votes can be cast by all stockholders?

There were 19,793,870 shares of our common stock, par value $0.0001 per share, (“Common Stock”)outstanding on or about August 17, 2021.

The NoticeApril 14, 2023, all of Internet Availability provides instructions as to how stockholders may access and review the Proxy Materials on the website referred to in the Notice of Internet Availability or, alternatively, how to request that a printed set of the Proxy Materials, including a proxy card, be sent to them by mail. The Notice of Internet Availability also provides voting instructions. In addition, stockholders of record may request to receive the Proxy Materials in printed form by mail or electronically by e-mail on an ongoing basis for future stockholder meetings. Please note that while our Proxy Materialswhich are available at the website referenced in the Notice of Internet Availability, and our Notice of Annual Meeting, proxy statement and 2020 Annual Report to Stockholders are available on our website, no other information contained on either website is incorporated by reference in or considered to be a part of this proxy statement.

How do I attend the Annual Meeting?

The meeting will be held entirely online on Wednesday, September 29, 2021 at 10:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/GMTX2021. Information on howentitled to vote at the virtual Annual Meeting is discussed below.

What items will be voted on at the Annual Meeting?

There are three items that stockholders may vote on at the Annual Meeting:

1. To elect one Class I director, Carl Gordon, Ph.D.,with respect to serve until the 2024 annual meeting of stockholders, and until his successor is duly elected and qualified;

2. To approve the 2021 Employee Stock Purchase Plan;

3. To ratify the appointment of Ernst & Young LLP, as independent registered public accounting firm of Gemini Therapeutics, Inc. (the “Company”) for the fiscal year ending December 31, 2021.

Will any other business be conducted at the Annual Meeting?

Other than the proposals described in this Proxy Statement, we know of no otherall matters to be submitted to the stockholdersacted upon at the Annual Meeting. If any other matter properly comes before the stockholders at the Annual Meeting, it is the intentionEach stockholder of the persons named as proxy holders to vote upon such matters in accordance with the recommendation of the Board.

VOTING INFORMATION

When is the record date for the Annual Meeting?

The Board has fixed the record date for the Annual Meeting as of the close of business on August 2, 2021 (the “Record Date”).

Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. As of the Record Date, a total of 43,055,112 shares of our Common Stock were outstanding and entitled to vote. Each share of Common Stock is entitled to one vote onfor each matter.

What isshare of our common stock held by such stockholder. As the difference between a stockholder of record, and a “street name” holder?

If,you have the right to grant your voting proxy directly to the individuals listed on the record date,proxy card or vote on your own behalf at our Annual Meeting. None of our shares of preferred stock were outstanding as of April 14, 2023.

Who is entitled to vote?

Registered Stockholders. If shares of our common stock are registered directly in your name with Continental Stock Transfer & Trust Company, Inc., our transfer agent, you are considered the stockholder of record or a registered holder, with respect to those shares and our proxy materials have been made available to you.shares. As athe stockholder of record, you may vote athave the Annual Meeting if you attend onlineright to grant your voting proxy directly to the individuals listed on the proxy card or vote by proxy.on your own behalf at our Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If your shares of our common stock are held on your behalf in a brokerage account or by a bank trustee or other nominee, (in “ street name”), you are considered to be the beneficial owner of those shares that are held in “street name,” and ourthe proxy materials are beingwere forwarded to you by your bank, broker trustee or other nominee, thatwho is considered the ownerstockholder of record ofwith respect to those shares. As the beneficial owner, you have the right to instructdirect your bank, broker, trusteebank or other nominee onas to how to vote your shares. Beneficial owners are also invited to attend our Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock on your own behalf at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. Note you should also be receiving a voting instruction form for you to use from your broker. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank or other nominee as “street name stockholders.”

How do I vote?

If you are a stockholder of record, there are four ways to vote:

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Will my shares held in street name be voted if I don’t provide instructions?

Current Nasdaq Global Market (“Nasdaq”) rules allow brokers to vote shares on certain “routine” matters for which their customers do not provide voting instructions. If you own shares in street name through a broker, bank, trustee or other nominee, the ratification of the appointment of Ernst & Young LLP (“Ernst & Young”), Certified Public Accountants, as our independent registered public accounting firm for the fiscal year ended December 31, 2021 (“Fiscal 2021”) is considered a “routine” matter on which your broker may use its discretion to vote your shares without your instructions. The election of the Class I director and the approval of the 2021 Employee Stock Purchase Plan are not “routine” proposals; therefore, your broker will be unable to vote your shares if you do not instruct your broker how to vote, which is referred to as a “broker non-vote.” Broker non-votes will have no effect on the outcome of the votes on the election of the Class I director or the approval of the 2021 Employee Stock Purchase Plan.

How can I votedescribed at the virtual Annual Meeting?

Stockholders of Record. If you are a stockholder of record, and your shares are registered directly in your name, you may vote:

I have shares registered in my name and also have shares in a brokerage account. How do I attend the Annual Meeting online?

We will be hosting our Annual Meeting via live webcast only. All stockholders as of the record date, or their duly appointed proxies, can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/IRON2023. The webcast will start at 9:00 a.m. Eastern Time on June 9, 2023. Stockholders may vote these shares?

Shares thatand ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you hold in street name are not included inwill need the total16-digit control number, which is located on your Notice of shares set forthInternet Availability, on your proxy card. Your broker, bank, trusteecard or other nominee will send youin the instructions accompanying your proxy materials. Instructions on how to vote those shares.participate in the Annual Meeting are also posted online at www.proxyvote.com.

What are the Board’s recommendations on how to vote8

How do I revoke my shares?proxy?

The Board recommends a vote:

Proposal 1: “FOR” the election of the Class I director nominee, Carl Gordon, Ph.D., to hold office until the 2024 annual meeting of stockholders;

Proposal 2: “FOR” the approval of the 2021 Employee Stock Purchase Plan; and

Proposal 3: “FOR” the ratification of the selection of Ernst & Young, Certified Public Accountants, as the Company’s independent registered public accounting firm for Fiscal 2021.

Who pays the cost for soliciting proxies?

We will pay the entire cost of soliciting proxies. In addition to these Proxy Materials, our directors and employeesYou may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We will also reimburse brokers, banks, custodians, other nominees and fiduciaries for forwarding these materials to their principals to obtain the authorization for the execution of proxies.

Can I change my vote?

Stockholder of Record: Shares Registered in Your Name. If your shares are registered directly in your name, you may change your vote or revoke your proxy by:

Beneficial Owners, or (3) by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with our Corporate Secretary. Any written notice of Shares held inrevocation or subsequent proxy card must be received by our Corporate Secretary prior to the taking of the vote at the Annual Meeting. Such written notice of revocation or subsequent proxy card should be sent to our principal executive offices at Disc Medicine, Inc., 321 Arsenal Street, Name. Suite 101, Watertown, Massachusetts 02472, Attention: Corporate Secretary.

If your shares are held in street name, you should contact youra broker, bank, trustee or other nominee holds your shares, you must contact such broker, bank, or nominee in order to find out how to change your vote or revoke your proxy.vote.

How is a quorum reached?

The holders of

Our Amended and Restated Bylaws, or bylaws, provide that a majority of the voting power of the capital stock issued and outstanding andshares entitled to vote, at the Annual Meeting, present virtuallyin person or represented by proxy, will constitute a quorum for the transaction of business at the Annual Meeting.

Under the Delaware General Corporation Law, shares that are voted “abstain” or “withheld” and broker “non-votes” are counted as present for purposes of determining whether a quorum is present at the Annual Meeting. If a quorum is not present, the meeting may be adjourned until a quorum is obtained.

How is the vote counted?

Under our bylaws, any proposal other than an election of directors is decided by a majority of the votes properly cast for and against such proposal, except where a larger vote is required by law or by our Amended and Restated Certificate of Incorporation, or certificate of incorporation, or bylaws. Abstentions, votes withheld and broker “non-votes” are not included in the tabulation of the voting results on any such proposal and, therefore, do not have an impact on such proposals. A broker “non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item, and has not received instructions from the beneficial owner.

If your shares are held in “street name” by a brokerage firm, your brokerage firm is required to vote your shares according to your instructions. If you submitdo not give instructions to your brokerage firm, the brokerage firm will still be able to vote your shares with respect to certain “discretionary” items, but will not be allowed to vote your shares with respect to “non-discretionary” items. Proposal No. 1 is a properly executed proxy via the Internet or by telephone or mail, regardless of whether“non-discretionary” item. If you abstain from voting on one or more matters,do not instruct your broker how to vote your shares with respect to this proposal, your broker may not vote for this proposal, and those shares will be counted as present at the Annual Meeting for the purpose of determiningbroker “non-votes.” Proposal No. 2 is considered to be a quorum. Broker non-votes will also be counted as present for the purposes of determining the presence of a quorum at the Annual Meeting. The inspector of election will determine whether a quorum is present and will tabulate the votes cast at the Annual Meeting. If, however, such quorum will not be present or represented at the Annual Meeting, the holders of a majority of the voting power present at the virtual meeting or represented by proxy, will have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum will be present or represented. At such adjourned meeting at which a quorum will be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting will be given to each stockholder entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

What vote is required to approve eachdiscretionary item, and how are votes counted?

Votes cast by proxy or virtually at the Annual Meetingyour brokerage firm will be counted by the persons appointed by the Company to act as tabulators for the meeting. The tabulators will count all votes FOR, AGAINST and to WITHHOLD, abstentions and broker non-votes, as applicable, for each matter to be voted on at the Annual Meeting. Abstentions and broker non-votes are not counted as votes cast and, therefore, do not have the effect of votes in opposition to such proposals.

Proposal 1 — To elect one Class I director, Carl Gordon, Ph.D., to serve until the 2024 annual meeting of stockholders

The director nominee will be elected by a plurality of votes cast, which means that the director nominees receiving the highest number of votes will be elected. Only FOR and WITHHOLD votes will affect the outcome. Abstentions and broker non-votes will have no effect on Proposal 1.

Proposal 2 — Approval of the Company’s 2021 Employee Stock Purchase Plan

Stockholders will be asked to approve the Company’s 2021 Employee Stock Purchase Plan (the “ ESPP”), which was adopted by the Board subject to approval by the Company’s stockholders. The Board believes that the adoption of the ESPP will benefit the Company by providing employees with an opportunity to acquire shares of our Common Stock, which gives employees a stake in the Company’s growth, and will enable us to attract, retain and motivate valued employees. The approval of the ESPP requires the vote of the holders of a majority of the shares of Common Stock present virtually or represented by proxy and entitled to vote. Only FOR and WITHHOLD votes will affect the outcome. Abstentions and broker non-votes will have no effect on Proposal 2.

Proposal 3 — Ratification of selection of Ernst & Young, Certified Public Accountants, as our independent registered public accounting firm for the fiscal year ended December 31, 2021

The ratification of the selection of Ernst & Young as our independent registered public accounting firm for Fiscal 2021, requires the vote of the holders of a majority of the shares of Common Stock present virtually or represented by proxy and entitled to vote. Only FOR and WITHHOLD votes will affect the outcome. Abstentions will have no effect on the voting of Proposal 3. There will be no broker non-votes on Proposal 3 because it is considered a “routine” matter on which your broker may use its discretion to vote your shares without your instructions.

Could other matters be decided at the Annual Meeting?

We do not know of any other matters that may be presented for action at the Annual Meeting. Should any other business come before the meeting, the persons named on the proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment. If you hold shares through a broker, bank, trustee or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Annual Meeting unless theythis proposal even if it does not receive instructions from you.

Who pays the cost for soliciting proxies?

We are making this solicitation and will pay the entire cost of preparing and distributing our proxy materials and soliciting votes. If you with respectchoose to access the proxy materials or vote over the Internet, you are responsible for any Internet access charges that you may incur. Our officers and employees may, without compensation other than their regular compensation, solicit proxies through further mailings, personal conversations, facsimile transmissions, e-mails, or otherwise. Proxy solicitation expenses that we will pay include those for preparation, mailing, returning, and tabulating the proxies.

How may stockholders submit matters for consideration at an Annual Meeting?

The required notice must be in writing and received by our corporate secretary at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. However, in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than

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60 days, from the first anniversary of the preceding year’s annual meeting, or if no annual meeting were held in the preceding year, a stockholder’s notice must be so received no earlier than the 120th day prior to such matter.annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was mailed or public disclosure of the date of such annual meeting was made, whichever last occurs.

What happens if

In addition, any stockholder proposal intended to be included in the proxy statement for the next annual meeting of our stockholders in 2024 must also satisfy the requirements of SEC Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and be received not later than December 26, 2023. If the date of the annual meeting is postponed or adjourned?

Your proxy may be votedmoved by more than 30 days from the date contemplated at the postponedtime of the previous year’s proxy statement, then notice must be received within a reasonable time before we begin to print and send proxy materials. If that happens, we will publicly announce the deadline for submitting a proposal in a press release or adjourned meeting. You will still be able to change your proxy until it is voted.in a document filed with the SEC.

How can I find out the results of the voting at the Annual Meeting?

A representative from Broadridge Financial Solutions, Inc. (“Broadridge”) will act as inspector of elections and tabulate the votes

We plan to announce preliminary voting results at the Annual Meeting. Final voting results will be published in a Current Report on Form 8-K, (“ or Form 8-K”)8-K, that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

When are stockholder proposals due for the 2022 Annual MeetingOur board of Stockholders?

If you wish to submit proposals for inclusion indirectors currently consists of nine members. Jay Backstrom, M.D., M.P.H. has informed our proxy statement for the 2022 Annual Meetingboard of Stockholders, we must receive them on or before December 30, 2021, pursuant to the proxy soliciting regulations of the SEC. Nothing in this paragraph shall require us to include in our proxy statement and proxy card for the 2022 Annual Meeting of Stockholders any stockholder proposaldirectors that does not meet the requirements of the SEC in effect at the time. Any such proposalhe will be subject to Rule 14a-8resigning from the board of the Exchange Act.

If you wish to nominate a director or submit a proposal for presentation at the 2022 Annual Meetingdirectors effective as of Stockholders, without including such proposal in next year’s proxy statement, you must be a stockholder of record and provide timely notice in writing to our Secretary at c/o Gemini Therapeutics, Inc., 300 One Kendall Square, 3rd Floor, Cambridge, MA 02139. To be timely, we must receive the notice not less than 90 days nor more than 120 days prior to the 2022 Annual Meeting of Stockholders; provided, however, that in the event the 2022 Annual Meeting of Stockholders is first convened more than 30 days before or more 60 days after the one year anniversary date of the Annual Meeting, or if no Annual Meeting is held in 2021, notice by the stockholder to be timely must be received by the Secretary of the Company not later than the close of business on June 9, 2023. Dr. Backstrom’s decision to resign is not the laterresult of any disagreement with the ninetieth day priorCompany relating to the scheduled date of the 2022 Annual Meeting of Stockholders or the tenth day following the day on which public announcement of the date of such meeting is first made. Your written notice must contain specific information required in Section 2any of our Amended and Restated Bylaws (“Bylaws”). For additional information about our director nomination requirements, please see our Bylaws.

How do I ask questions atoperations, policies or practices. Following the virtual Annual Meeting?

During the Annual Meeting, you may submit questions in the question box provided. We will respond to as many inquiries at the Annual Meeting as time allows.

How can I get help if I have trouble checking in or listening to the meeting online?

If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please refer to the e-mail received the morningresignation of the Annual Meeting. WeDr. Backstrom, we will have technicians ready to assist youeight directors. In accordance with any technical difficulties you may have accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log in page.

What else is expected to take place at the virtual Annual Meeting?

The main purpose of the virtual Annual Meeting is to conduct the business described in this Proxy Statement. As such, we intend to conduct the required business and then have a short question and answer period. We do not intend to make a formal presentation to stockholders. Since no presentation is planned, it is expected that the meeting will last only a few minutes.

Who should I contact if I have any additional questions?

If you are the stockholder of record for your shares, please contact Brian Piekos, at bpiekos@geminitherapeutics.com. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your bank, broker, trustee or other nominee holder directly.

PROPOSAL 1: ELECTION OF CLASS I DIRECTOR

Our business affairs are managed under the directionterms of our Board. Our Board currently consistscertificate of eight (8) directors. Our Second Amendedincorporation and Restated Certificatebylaws, our board of Incorporation (“Certificate of Incorporation”), provides for a classified Board consisting ofdirectors is divided into three classes, of directors,Class I, Class II and Class III, with members of each class serving staggered three-year terms. However, because we did not hold an annual meeting of stockholders in 2022, due to the anticipation and timing of our merger with Gemini Therapeutics, Inc., or Gemini, which we completed in December 2022, or the merger, our certificate of incorporation requires that the election of both Class II and Class III directors be voted on at the Annual Meeting. The members of the classes are currently divided as follows:

Upon the expiration of the term of a class of directors, directors in that class will typically be eligible to be elected for a new three-year term at the annual meeting of stockholders in the year in which their term expires. However, because we, operating as Gemini, did not hold an annual meeting of stockholders in 2022, our Class II directors will be elected for a two-year term expiring at our annual meeting of stockholders to be held in 2025.

Our Boardcertificate of incorporation and bylaws provide that the authorized number of directors may be changed only by resolution of our board of directors. Our certificate of incorporation also provides that our directors may be removed only for cause by the affirmative vote of the holders of at least two thirds (2/3) or more of the outstanding shares then entitled to vote in an annual election of directors, and that any vacancy on our board of directors, including a vacancy resulting from an enlargement of our board of directors, may be filled only by vote of a majority of our directors then in office.

Our board of directors has nominated Carl Gordon,(i) each of Georges Gemayel, Ph.D., Mark Chin, MS, MBA and Liam Ratcliffe, M.D., Ph.D. for re-electionelection as a Class III director at the Annual Meeting. The nominee is presently serving as a director and has consented to continueMeeting to serve as a director, if elected.

Ifuntil the nominee is unableannual meeting of stockholders to be held in 2025 and until their successor has been duly elected and qualified, or does not qualify to serve, youuntil their earlier death, resignation or your proxy may voteremoval and (ii) each of Donald Nicholson, Ph.D., William White, MPP, J.D. and John Quisel, J.D., Ph.D. for another nominee proposed by the Board. If, for any reason, this nominee proves unable or unwilling to stand for election or ceases to qualify to serve as director, the Board will nominate alternates or reduce the size of the Board to eliminate the vacancy. The Board has no reason to believe that the nominee would prove unable to serve if elected.

As previously announced, Jean George, who is currently serving as a Class IIII director is not standing for re-election. We thank Ms. George for her many years of service and contributions to the Company and our Board. As a result, following the date of the Annual Meeting, there will be one vacant seat on the Board. The Board intends to evaluate additional board candidates to further strengthen our Board and to increase diversity.

Our Certificate of Incorporation provides that at the Annual Meeting directors will be elected to succeed those directors whose terms expire. Such elected directors shall be elected for a term of office to expire atserve until the third succeeding annual meeting of stockholders after their election. Accordingly, the Class I director shallto be elected by our stockholders, to serve until the 2024 Annual Meeting of Stockholders,held in 2026 and until their successors havesuccessor has been duly elected and qualified, or until their earlier death, resignation or removal. Commencing on this Annual MeetingThe nominees are presently directors, and at each successive annual meeting of stockholders, each class will be electedhave indicated a willingness to continue to serve a staggered three-year term. Vacancies onas directors, if elected. If the Boardnominees become unable or unwilling to serve, however, the properly submitted proxies may be filled onlyvoted for substitute nominees selected by persons elected byour board of directors.

Our Nominating and Corporate Governance Committee Policies and Procedures for Director Candidates, or the Director Guidelines, provide that the value of diversity should be considered in determining director candidates as well as other factors such as a majoritycandidate’s character, integrity, judgment, skills, education, expertise, business acumen and experience and absence of conflicts of interest. However, we do not have a formal policy concerning the diversity of the remainingboard of directors. A director elected byOur priority in selection of board members is identification of members who will further the Boardinterests of our stockholders through their established records of professional accomplishment, their ability to fillcontribute positively to the collaborative culture among board members, and their knowledge of our business and understanding of the competitive landscape in which we operate and adherence to high ethical standards. Although the nominating and corporate governance committee does not have a vacancyformal diversity policy and does not follow any ratio or formula with respect to diversity in a class, including vacancies created by an increase inorder to determine the numberappropriate composition of the board of directors, shall serve for the remainder ofnominating and corporate governance committee and the full termboard of that classdirectors are committed to creating a board

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of directors with diversity of expertise and until the director’s successor is duly electedexperience in substantive matters pertaining to our business relative and qualified.diversity of background and perspective, including, but not limited to, with respect to gender, ethnicity, religion, nationality, disability and sexual orientation. Our board of directors and nominating and corporate governance committee are committed to identifying, recruiting and advancing candidates offering such diversity in future searches.

Nominee

Nominees for Election as Class I DirectorII and Class III Directors

The following table identifies our director nominee and sets forth the principal occupation and business experience during the last five years and his age as of August 10, 2021:

Carl L. Gordon, Ph.D., CFA has served as a member of our Board since April 2016. Dr. Gordon is a founding member, Managing Partner, and Co-Head of Global Private Equity at OrbiMed Advisors LLC, an investment firm. Dr. Gordon currently serves on the boards of directors of Adicet Bio, Inc., Keros Therapeutics Inc., ORIC Pharmaceuticals Inc., Turning Point Therapeutics, Inc., and Prevail Therapeutics, Inc., as well as several private companies. Dr. Gordon previously served on the boards of directors of several biopharmaceutical companies, including Alector Inc., Arsanis, Inc. (which merged with X4 Pharmaceuticals, Inc.), Acceleron Pharma Inc., ARMO Biosciences, Inc., Intellia Therapeutics, Inc., Passage Bio Inc., Selecta Biosciences, Inc., and SpringWorks Therapeutics Inc. Dr. Gordon received a B.A. in chemistry from Harvard College, a Ph.D. in molecular biology from the Massachusetts Institute of Technology, and he was a Fellow at The Rockefeller University. We believe that Dr. Gordon is qualified to serve on our Board due to his scientific expertise, extensive business experience, and experience in venture capital and the life science industry.

The proxies will be voted in favor of the above nominees, unless a contrary specification is made in the proxy. The nominee has consented to serve as our director, if elected. However, if the nominee is unable to serve or for good cause will not serve as a director, the proxies will be voted for the election of such substitute nominee as our Board may designate.

RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF CARL L. GORDON, PH.D. AS A CLASS I DIRECTOR, TO SERVE FOR A THREE-YEAR TERM ENDING AT THE ANNUAL MEETING OF THE STOCKHOLDERS TO BE HELD IN 2024.

Voting Agreement

Pursuant to the Voting Agreement by and among the Company, FS Development Holdings, LLC (“FS”), and certain stockholders of the Company, dated February 5, 2021 (the “Voting Agreement”), until the earlier of (i) the fifth (5th) anniversary of February 5, 2021 or (ii) the date on which FS owns less than 1,217,563 shares of Common Stock, at each annual or special meeting of stockholders of the Company, FS shall have the right to designate for election as a member of the Board, and the Board (including any committee thereof) shall nominate (and recommend for election and include such recommendation in a timely manner in any proxy statement or other applicable announcement to its stockholders), one individual to serve as a Class III Director. If FS ceases to be entitled to nominate any directors, then such directors shall be nominated by the Board and approved by the holders of the outstanding shares of Common Stock.

Directors Continuing in Office

The following table identifies our directors continuing in office and sets forth their principal occupation and business experience during the last five years and their agesage as of August 10, 2021:April 14, 2023.

Jason Meyenburg. Jason Meyenburg

Class II Director Nominees

Georges Gemayel, Ph.D. has served as our Chief Executive Officer since September 2019. Previously, from March 2018 to September 2019, Mr. Meyenburg served as Chief Commercial Officer of Orchard Therapeutics plc, a publicly-traded biotechnology. Before that, Mr. Meyenburg served as the Chief Commercial Officer of Sucampo Pharmaceuticals, Inc. from April 2017 to March 2018. Prior to that, Mr. Meyenburg served as the Chief Commercial Officer of Vtesse, Inc., which became a wholly-owned subsidiary of Sucampo in April 2017, from December 2016 to April 2017. Additionally, from January 2003 to February 2016, Mr. Meyenburg held roles of increasing responsibility at Alexion Pharmaceuticals, Inc., a publicly-traded biotechnology company, including as the Senior Vice President of Commercial Operations for the Americas. Mr. Meyenburg holds an M.B.A. from Duke University and a B.S. in Biochemistry from University of Maryland. Our Board believes that Mr. Meyenburg is qualified to serve as a member of our Board becauseboard of his operational and historical expertise gained from servingdirectors since December 2022. Prior to that, Dr. Gemayel served as ourGemini’s Interim President and Chief Executive Officer and his extensive professional and commercial experience in the life sciences industry.

Georges Gemayel, Ph.D. Dr. Georges Gemayel has served as Chairfrom February 2022 to December 2022, Executive Chairperson of the Board sincefrom November 2021 to December 2022 and Chairperson of the Board from May 2021 to November 2021. Dr. Gemayel has over 30 years of experience in the pharmaceutical industry, including management and executive positions in the U.S., Europe and the Middle East. Dr. Gemayel currently serves on the board of directors of Supernus Pharmaceuticals, Inc., and is the chair of the boards of Dynacure, OxThera AB, Enterome SA, and Orphazyme A/S.GlycoEra. Previously, Dr. Gemayel served as Executive Chair of FoldRx Pharmaceuticals and of Syndexa Pharmaceuticals, as Chair of Oxthera AB, Dimension Therapeutics, Orphazyme A/S, and Epitherapeutics and as Director of Prosensa, Raptor Pharmaceuticals, NPS Pharma, Momenta Pharmaceuticals and Adolor. From 2008 to 2009, Dr. Gemayel was President and Chief Executive Officer of Altus Pharmaceuticals Inc., a publicly traded pharmaceutical company. From 2003 to 2008, he was Executive Vice President at Genzyme Corporation where he was responsible for the company’s global therapeutics, transplant, renal and biosurgery businesses. From 1998 to 2003, he held progressively senior roles at Hoffmann La-RocheLtd. and Roche Labs, most recently as Vice President, National Specialty Care, responsible for its U.S. business for dermatology, oncology, transplantation, hepatitis and HIV. Dr. Gemayel completed his doctorate in pharmacy at St. Joseph University in Beirut, Lebanon, and earned a Ph.D. in pharmacology at Paris-SudUniversity in Paris, France. Our Boardboard of directors has concluded that Dr. Gemayel possesses the expertise and extensive professional experience and knowledge that qualifies him to serve as our Chair of the Board.

David C. Lubner has been a member of our Boardboard.

Mark Chin, MS, MBA has served as a member of our board of directors since April 2020.September 2021. Mr. Chin has served as managing director at Arix Bioscience PLC, a biotechnology-focused venture capital firm, since July 2021. From JanuaryAugust 2016 until its acquisition by UCB S.A. into April 2020, Mr. LubnerChin served as an investment director at Arix Bioscience. Prior to Arix Bioscience, he was a principal at Longitude Capital, a healthcare venture capital firm, from September 2012 to August 2016, where he focused on investments in both private and public biotechnology and medical technology companies. Prior to Longitude Capital, Mr. Chin was a consultant at the Boston Consulting Group, a global management consulting firm, from January 2011 to September 2012, where he managed strategy and corporate development projects for pharmaceutical and biotechnology companies, and prior to Boston Consulting Group, he worked in corporate development at Gilead Sciences, a biotechnology company, and in market planning at Genentech, a biotechnology company. Mr. Chin currently serves as a member of the boards of directors of Harpoon Therapeutics, Inc. (Nasdaq: HARP), Imara Inc. (Nasdaq: IMRA), and Iterum Therapeutics plc (Nasdaq: ITRM) and a number of private biotechnology companies. Mr. Chin received a BS from the University of California at San Diego, an MS from the University of Pennsylvania, and an MBA from The Wharton School at the University of Pennsylvania. We believe Mr. Chin is qualified to serve on our board of directors based on his extensive experience investing in, guiding, and leading start-up and early phase companies, as well as his experience as a director of other companies.

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Liam Ratcliffe, MD, Ph.D. has served as a member of our board of directors since September 2019. Dr. Ratcliffe has served as Head of Biotechnology at Access Industries, a privately held industrial group, since April 2019. Previously, he spent 10 years at New Leaf Venture Partners, a venture capital firm, from September 2008 through March 2019, culminating his career there as Managing Director, where he focused on investing in therapeutic and therapeutic platform companies. Prior to joining New Leaf Venture Partners, Dr. Ratcliffe was Worldwide Head of Clinical Research and Development at Pfizer, where he spent 12 years of his career. Dr. Ratcliffe currently serves as a member of the boards of directors of Arvinas Inc. (Nasdaq: ARVN) since October 2015, Passage Bio Inc. (Nasdaq: PASG) since September 2019, Recludix Pharma, Inc. since December 2019, and Eliem Therapeutics Inc. (Nasdaq: ELYM) since October 2019. Previously, he served as a board member at Edge Therapeutics, Inc. (now PDS Biotechnology Corp., Nasdaq: PDSB) from October 2015 to November 2018, Unum Therapeutics Inc. (formerly listed on Nasdaq) from March 2018 to April 2019, Deciphera Pharmaceuticals Inc. (Nasdaq: DCPH) from September 2017 to March 2019, Aptinyx Inc. (Nasdaq: APTX) from June 2018 to April 2019, and RallyBio Corporation (Nasdaq: RLYB) from April 2018 to March 2019. Dr. Ratcliffe received a MBChB and a Ph.D. in immunology from University of Cape Town and an MBA from the University of Michigan. Dr. Ratcliffe is qualified to serve on our board of directors because of his extensive clinical development and venture capital experience in the life sciences industry.

Class III Director Nominees

Donald Nicholson, Ph.D. has served as Executive Chairman of our board of directors since April 2019. Dr. Nicholson is the former chief executive officer of Nimbus Therapeutics, LLC, or Nimbus, a biotechnology company, serving from August 2014 to October 2018. Prior to joining Nimbus, Dr. Nicholson held various strategic, leadership and operational roles in diverse therapeutic areas, including respiratory, inflammation, immunology, bone, endocrine, urology, infectious disease and neurosciences at Merck from April 1998 to July 2013. Dr. Nicholson has co-authored more than 150 publications in peer-reviewed scientific and medical journals and is internationally recognized for his contributions to the field of apoptotic cell death. He also serves as a member on the board of directors of Generation Bio (Nasdaq: GBIO), Jnana Therapeutics, Muna Therapeutics, Matchpoint Therapeutics and NodThera. Dr. Nicholson received his Ph.D. and an Honors B.Sc. degree in Biochemistry from the University of Western Ontario, and trained as a Medical Research Council postdoctoral fellow at the University of Munich in Germany. Dr. Nicholson is qualified to serve as a member of our board of directors due to his extensive experience in leadership positions throughout the life sciences industry and his strong scientific background.

William White, MPP, J.D., has served as a member of our board of directors since December 2020. Mr. White has served as the Executive Vice President, and Chief Financial Officer and Head of Ra Pharmaceuticals,Corporate Development and Treasurer at Akero Therapeutics, Inc., a publicly-traded biotechnology company. Before joining Ra Pharmaceuticals, Mr. Lubner served as Senior Vice President and Chief Financial Officer of Tetraphase Pharmaceuticals, Inc., from its inception in 2006 through 2015, as the Chief Financial Officer of PharMetrics Inc., a pharmacy and medical claims data informatics company, from 1999 until it was acquired by IMS Health in 2015 and as Vice President and Chief Financial Officer, from 1996 to 1999, of ProScript, Inc. (Nasdaq: AKRO), a biotechnology company, where Velcade^® (bortezomib),since April 2019. Previously, Mr. White served as a therapy widely used for treatmentManaging Director and Head of US Life Sciences Investment Banking at Deutsche Bank, a financial service provider, from September 2017 until March 2019. Prior to that position, Mr. White was a Managing Director in Healthcare Investment Banking at Citigroup from May 2006 until September 2017. Previously, he served as an associate and later as a Vice President in Healthcare Investment Banking at Goldman, Sachs & Co. from November 2000 to March 2006. Mr. White received an AB from Princeton University, an MPP from Harvard University and a J.D. from Columbia University. Mr. White also serves as a board member and Audit Committee Chair of Ventyx Bioscience (Nasdaq: VTYX). Mr. White is qualified to serve on our board of directors because of his extensive financial and investment experience in the blood cancer, multiple myeloma, was discovered. Mr. Lubner is alsolife sciences industry.

John Quisel, J.D. Ph.D. has served as our President, Chief Executive Officer and as a member of our board of directors since February 2020. Previously, from October 2006 through February 2020, Dr. Quisel served in various positions at Acceleron Pharma Inc., a biopharmaceutical company, most recently as Chief Business Officer. Prior to joining Acceleron, Dr. Quisel worked as an associate at the law firms of Ropes & Gray and Foley Hoag. Dr. Quisel holds an AB from Harvard University, an MS from Stanford University, a Ph.D. from the Massachusetts Institute of Technology, and a J.D. from Harvard Law School. Dr. Quisel is qualified to serve as a member of our board because of his significant scientific industry and management experience, including the experience gained from prior service as a Chief Business Officer.

The proxies will be voted in favor of the above nominees unless a contrary specification is made in the proxy. The nominees have consented to serve as our directors if elected. However, if the nominees are unable to serve or for good cause will not serve as a director, properly submitted proxies will be voted for the election of such substitute nominee as our board of directors may designate.

Vote Required; Board Recommendation

To be elected, the directors nominated via this Proposal No. 1 must receive a plurality of the votes properly cast on the election of directors, meaning that the director nominees receiving the most votes will be elected. Shares voting “withheld” and broker non-votes will have no effect on the election of directors.

The board of directors recommends voting “FOR” each of the Class II and Class III director nominees named above for re-election to the board of directors.

Directors Continuing in Office

The following table identifies our directors, and sets forth their principal occupation and business experience during the last five years and their ages as of April 14, 2023.

Class I Directors (Term Expires at 2024 Annual Meeting)

Mona Ashiya, Ph.D. has served as a member of our board of directors since September 2021. Dr. Ashiya is currently a Partner at OrbiMed Advisors LLC, an investment firm, where she has been employed since October 2010. She currently serves on the board of directors of Dyne Therapeutics, Inc., Vor Biopharma, Inc., and Point Biopharma, Inc. and several other private companies. Mr. LubnerDr. Ashiya also previously served on the board of directors of NightstarPrevail Therapeutics plc, (formerly Nasdaq: NITE), focused onInc. and Sierra Oncology, Inc. Dr. Ashiya received her B.A. from the developmentUniversity of one-time retinal gene therapies for patients sufferingCalifornia, Berkeley and her Ph.D. in Cellular, Molecular and Developmental Biology from rare inherited retinal diseases, acquired by Biogen in June 2019 and Therapeutics Acquisition Corporation (d/b/a as Research Alliance Corp. I.), a blank check company focused on the healthcare industry. Mr. Lubner is a memberUniversity of the American Institute of CPAs and a Certified Public Accountant in the Commonwealth of Massachusetts. Mr. Lubner received his B.S. in business administration from Northeastern University and M.S. in taxation from Bentley University. The Board believes that Mr. LubnerPittsburgh. Dr. Ashiya is qualified to serve on our Boardboard of directors based on hisher roles on public and private boards of directors as well as her extensive senior executive experience and his biotechnology company board experience, including serving as chair of the Audit Committee.in investing in healthcare companies.

Tuyen Ong, M.D., MRCOphth., Kevin Bitterman, Ph.D. has served as a member of our Boardboard of directors since August 2020.November 2017. Dr. Ong is a board- certified ophthalmologist and biotechnology/pharmaceutical industry management executive. HeBitterman currently serves as Chief Executive Officer of Ring Therapeutics.a partner at venture firm Atlas Venture, or Atlas, a venture capital firm, where he has been employed since June 2017 and where he focuses on investments in life science companies. Prior to joining Ring Therapeutics,Atlas, Dr. Ong servedBitterman was a partner at Polaris Partners, an investment firm, as Senior Vice President and Head of Biogen Ophthalmology Franchise at Biogen. Dr. Ong served as Chief Development Officer at Nightstar Therapeutics up until its acquisition by Biogen in June 2019. During which time he was involved with the company’s public listing on the Nasdaq, corporate and gene therapy strategy, investor and M&A activities. Dr. Ong brings over 20 years of clinical and drug development experience from both large pharma and biotech, working in the fields of ophthalmology, genetic and rare disease at PTC Therapeutics Inc., Bausch and Lomb Inc. (acquired by Valeant Pharmaceuticals International, Inc.), and Pfizer. Dr. Ong holds an M.D. from the University College London and an M.B.A. from New York University Stern School of Business. He is a member of the Royalhealthcare team from July 2004 to June 2017. Dr. Bitterman serves on the boards of Judo Bio, Kinaset Therapeutics, Mariana Oncology, and Remix Therapeutics. He is board chair at Chroma Medicine and at Vedere Bio II following Novartis’ acquisition of Vedere Bio. Dr. Bitterman was the founding CEO of Editas Medicine (NASDAQ: EDIT), Morphic Therapeutics (NASDAQ: MORF) and Wisterra (acquired by Otsuka), and co-founded Genocea Biosciences(NASDAQ: GNCA). He previously served as a director of Akero Therapeutics, Inc. (Nasdaq: AKRO), Kala Pharmaceuticals, Inc. (Nasdaq: KALA) and Taris Biomedical (acquired by Johnson & Johnson) among other ventures. Dr. Bitterman also serves as board chair of the New England Venture Capital Association. Dr. Bitterman received a B.A. in biology from Rutgers College of Ophthalmologists and a Churchill Fellow. The Board believes thatPh.D. in genetics from Harvard Medical School. Dr. OngBitterman is qualified to serve on our Board based on his extensive leadership and medical experience.

Jason Rhodes has been a member of our Board since April 2016. Since 2014, Mr. Rhodes has been a partner at Atlas Ventures, a venture capital firm. Mr. Rhodes also served as the founding President and Chief Executive Officer of Dyne Therapeutics, Inc. from December 2017 to November 2018. From 2010 to 2014, Mr. Rhodes was at Epizyme, Inc., a biotechnology company, where he most recently served as President and Chief Financial Officer. Prior to that, he led business development at Alnylam Pharmaceuticals, Inc. from 2007 to 2010. Mr. Rhodes currently serves as the chairman of the board of directors of Generation Bio Co., the chairman of the board of directors of Dyne Therapeutics, Inc.,due to his extensive experience investing in, guiding, and leading start-up and early phase companies, as a member of the board of directors of Replimune Group, Inc. and several private companies, and previously servedwell as his experience as a director at Bicycle Therapeutics, Inc. from 2016 to 2020. Mr. Rhodes earned a B.A. in history from Yale Universityof other companies.

Non-Continuing Director

The following table identifies our non-continuing director, and an M.B.A. fromsets forth his principal occupation and business experience during the Wharton School of the University of Pennsylvania. The Board believes that Mr. Rhodes is qualified to serve on our Board based on his extensive leadership experience, his biotechnology company board experiencelast five years and his experience investing in life science companies.

Jim Tananbaum,

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Jay Backstrom, M.D.has been a director since June 2020. Prior to the closing of the merger between FS Development Corp. (“FSDC”) and Gemini Therapeutics Inc., Dr. Tananbaum also served as the President and Chief Executive Officer of FSDC since June 2020. Dr. Tananbaum is also the chief executive officer of Foresite Capital, a U.S.-focused healthcare investment firm, which he founded in 2011. Prior to founding Foresite Capital, Dr. Tananbaum served as Co-FounderM.P.H. and Managing Director of Prospect Venture Partners L.P. II and III, healthcare venture partnerships, from 2000 to 2010. Dr. Tananbaum was also the Founder of GelTex, Inc. in 1991, an intestinal medicine pharmaceutical company acquired by Sanofi-Genzyme, and Theravance, Inc. in 1997 (now Theravance Biopharma, Inc., a diversified biopharmaceutical company focused on organ-selective medicines, and Innoviva, Inc., a respiratory-focused healthcare asset management company partnered with Glaxo Group Limited). Dr. Tananbaum received a B.S. and a B.S.E.E. from Yale University in Applied Math and Computer Science, and an M.D. and an M.B.A. from Harvard University. The Board believes that Dr. Tananbaum is qualified to serve on our Board based on his scientific, financial and strategic business development expertise gained as a physician, founder of two life science companies and venture capital investor focused on life science companies.

Directors Departing Office Following the Annual Meeting

Jean George’s term as director will expire at the Annual Meeting and she will not stand for re-election. Ms. George’s decision not to stand for re-election was not related to any disagreement with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting or legal matters.

Jean George has served as a member of our Board since April 2016. Since February 2002, she has been a Managing Director at Advanced Technology Ventures, a venture capital fund, where she currently serves as the East Coast lead partner for healthcare investments. Since March 2012, Ms. George has served as Managing Director at Lightstone Ventures, a venture capital firm. Ms. George currently serves as a member of the board of directors since December 2021. Dr. Backstrom is currently Chief Executive Officer of two publicScholar Rock, a position that he assumed in October 2022. Dr. Backstrom previously served as Executive Vice President, Research and Development at Acceleron Pharma Inc. from December 2019 through December 2021. Dr. Backstrom previously served as Chief Medical Officer of Celgene Corporation from April 2016 until November 2019. Prior to that he served as Senior Vice President, Clinical R&D and Regulatory Affairs at Celgene where he was responsible for the late stage clinical and regulatory programs across the Hematology & Oncology portfolio. Dr. Backstrom joined Celgene in March 2008 as Vice President, Clinical R&D after serving as Vice President, Global Medical Affairs and Safety for Pharmion from 2002 to 2008. Prior to joining Pharmion, Dr. Backstrom was with Marion Merrell Dow and its successor companies Calithera Biosciencesincluding Hoechst Marion Roussel. Dr. Backstrom received his M.D. from Temple University School of Medicine. He did his post graduate training in Internal Medicine at Temple University Hospital and Cyteir Therapeutics. Duringearned a Masters degree in Public Health from Saint Louis University School of Public Health. Dr. Backstrom notified our board of directors in April 2023 of his intention to resign from our board of directors effective as of the close of business on June 9, 2023. Dr. Backstrom’s decision to resign from our board of directors is not the result of any disagreement with the Company relating to any of our operations, policies or practices.

There are no family relationships between or among any of our directors or executive officers. The principal occupation and employment during the past five years Ms. George servedof each of our directors was carried on, in each case except as specifically identified above, with a corporation or organization that is not a parent, subsidiary or other affiliate of us. There is no arrangement or understanding between any of our directors and any other person or persons pursuant to which he or she is to be selected as a member of the board of directors of Zeltiq Aesthetics from 2005director.

There are no material legal proceedings to 2015, Catabasis Pharma from 2010 to 2018 and Acceleron Pharma from 2005 to 2020. Ms. George holds an M.B.A. from Simmons College Graduate School of Management and a B.S. in biology from the University of Maine.

PROPOSAL 2: APPROVAL OF THE COMPANY’S 2021 EMPLOYEE STOCK PURCHASE PLAN

General

On July 29, 2021, the Board adopted, subject to stockholder approval, the Gemini Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). Based solely on the closing pricewhich any of our Common Stock as reported by The NASDAQ Global Market on August 10, 2021, the maximum aggregate market value of the 4,310,403 shares of Common Stock that could potentially be issued under the ESPP (including the maximum number of shares that could be addeddirectors is a party adverse to the ESPP pursuant to the annual increase described below) is approximately $17,327,820.

Purpose

We believe that the adoption of the ESPP will benefit us by providing employees with an opportunity to acquire sharesor any of our Common Stock, which gives employees a stake in the Company’s growth, and will enable us to attract, retain and motivate valued employees.

Material Terms of the ESPP

The following is a brief summary of certain provisions of the ESPP. A copy of the ESPP is attached as Annex I to this proxy statement and is incorporated herein by reference. The following description of the ESPP does not purport to be complete and is qualified in its entirety by reference to Annex I. We note that the ESPP includes two components: a Code Section 423 Component (the “423 Component”) and a non-Code Section 423 Component (the “Non-423 Component”). It is our intention that the 423 Component qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). Under the Non-423 Component, which does not qualify as an “employee stock purchase plan” within the meaning of Section 423 of the Code, options will be granted pursuant to rules adopted by the compensation committee designed to achieve tax, securities lawssubsidiaries or other objectives for eligible employees.

Shares Subject to the Plan. An aggregate of 430,551 shares will initially be reserved and available for issuance under the ESPP. The ESPP provides that the number of shares reserved and available for issuance will automatically increase on January 1, 2023 and each January 1 thereafter through January 1, 2031, by the least of (i) 1% of the outstanding number of shares of Common Stock on the immediately preceding December 31st, (ii) 430,551 shares of Common Stock, or (iii) such number of shares of Common Stock as determined by the administrator of the ESPP. If our capital structure changes because of a stock dividend, stock split or similar event, the number of shares that can be issued under the ESPP will be appropriately adjusted.

Plan Administration. The ESPP will be administered by the Company’s Board or its delegate (the “Administrator”), which will have full authority to make, administer and interpret such rules and regulations regarding the ESPP as it deems advisable.

Eligibility. All individuals classified as employees on the payroll records of the Company or its designated subsidiaries are eligible to participate in the ESPP so long as they are customarily employed by the Company or a designated subsidiary as of the first day of the applicable offering. No person who owns or holds, or as a result of participation in the ESPP would own or hold, Common Stock or options to purchase Common Stock, that together equal 5% or more of the total outstanding Common Stock is entitled to participate in the ESPP. No employee may exercise an option granted under the ESPP that permits the employee to purchase Common Stock having a value of more than $25,000 (determined using the fair market value of the Common Stock at the time such option is granted) in any calendar year.

Participation; Payroll Deductions. Participation in the ESPP is limited to eligible employees who authorize payroll deductions equal to a whole percentage of base pay to the ESPP. Employees may authorize payroll deductions, with a minimum of 1% of base pay and a maximum of 15% of base pay. As of August 10, 2021, there are approximately 43 employees who would be eligible to participate in the ESPP. Once an employee becomes a participant in the ESPP, that employee will automatically participate in successive offering periods, as described below, until such time as that employee withdraws from the ESPP, becomes ineligible to participate in the ESPP, or his or her employment ceases.

Offering Periods. Unless otherwise determined by the Administrator, each offering of Common Stock under the ESPP will be for a period of six months, which we refer to as an “offering period.” The first offering period under the ESPP is expected to begin and end on the dates determined by the Administrator. Subsequent offerings under the ESPP will generally begin on the first business day occurring on or after each June 1 and December 1 and will end on the last business day occurring on or before the following May 31 and November 30, respectively. Shares are purchased on the last business day of each offering period, with that day being referred to as an “exercise date.” The Administrator may establish different offering periods or exercise dates under the ESPP.

Exercise Price. On the first day of an offering period, employees participating in that offering period will receive an option to purchase shares of our Common Stock. On the exercise date of each offering period, the employee is deemed to have exercised the option, at the exercise price, to the extent of accumulated payroll deductions. The option exercise price is equal to the lesser of (1) 85% the fair market value per share of our Common Stock on the first day of the offering period and (2) 85% of the fair market value per share of our Common Stock on the exercise date. The maximum value of Common Stock that may be issued to any employee under the ESPP in any offering period is $25,000 (valued as of the first day of the offering period) or such other lesser number of shares as determined by the Administrator from time to time.

Subject to certain limitations, the number of shares of our Common Stock a participant purchases in each offering period is determined by dividing the total amount of payroll deductions withheld from the participant’s compensation during the offering period by the option exercise price. In general, if an employee is no longer a participant on an exercise date, the employee’s option will be automatically terminated, and the amount of the employee’s accumulated payroll deductions will be refunded.

Terms of Participation. Except as may be permitted by the Administrator in advance of an offering, a participant may not increase or decrease the amount of his or her payroll deductions during any offering period but may increase or decrease his or her payroll deduction with respect to the next offering period by filing a new enrollment form at least 15 business days before the first day of such offering period. A participant may withdraw from an offering period at any time without affecting his or her eligibility to participate in future offering periods. If a participant withdraws from an offering period, that participant may not again participate in the same offering period, but may enroll in subsequent offering periods. An employee’s withdrawal will be effective as of the business day following the employee’s delivery of written notice of withdrawal under the ESPP.

Term; Amendments and Termination. The ESPP will continue until terminated by the Board. The Board may, in its discretion, at any time, terminate or amend the ESPP. Upon termination of the ESPP, all amounts in the accounts of participating employees will be refunded.

New Plan Benefits

Since participation in the ESPP is voluntary, the benefits or amounts that will be received by or allocated to any individual or group of individuals under the ESPP in the future are not determinable.

Summary of Federal Income Tax Consequences

The following is only a summary of the effect of the U.S. income tax laws and regulations upon an employee and us with respect to an employee’s participation in the ESPP. This summary does not purport to be a complete description of all federal tax implications of participation in the ESPP, nor does it discuss the income tax laws of any municipality, state or foreign country in which any such person has a participant may reside or otherwise be subjectmaterial interest adverse to tax.us.

A participant in the ESPP recognizes no taxable income either as a result of participation in the ESPP or upon exercise of an option to purchase shares of our Common Stock under the terms of the ESPP.15

If a participant disposes of shares purchased upon exercise of an option granted under the ESPP within two years from the first day of the applicable offering period or within one year from the exercise date, which we refer to as a “disqualifying disposition,” the participant will realize ordinary income in the year of that disposition equal to the amount by which the fair market value of the shares on the date the shares were purchased exceeds the purchase price. The amount of ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares will be a capital gain or loss. A capital gain or loss will be long-term if the participant’s holding period is more than 12 months, or short-term if the participant’s holding period is 12 months or less.

If the participant disposes of shares purchased upon exercise of an option granted under the ESPP at least two years after the first day of the applicable offering period and at least one year after the exercise date, the participant will realize ordinary income in the year of disposition equal to the lesser of (1) 15% of the fair market value of the Common Stock on the first day of the offering period in which the shares were purchased and (2) the excess of the amount actually received for the Common Stock over the amount paid. The amount of any ordinary income will be added to the participant’s basis in the shares, and any additional gain recognized upon the disposition after that basis adjustment will be a long-term capital gain. If the fair market value of the shares on the date of disposition is less than the exercise price, there will be no ordinary income and any loss recognized will be a long-term capital loss.

We are generally entitled to a tax deduction in the year of a disqualifying disposition equal to the amount of ordinary income recognized by the participant as a result of that disposition. In all other cases, we are not allowed a deduction.

Vote Required

The affirmative vote of a majority of shares of Common Stock present virtually or represented by proxy at the meeting and entitled to vote on this proposal is required for the approval of the ESPP.

RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVALPROPOSAL NO. 2 – RATIFICATION OF THE GEMINI THERAPEUTICS, INC. 2021 EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL 3: RATIFICATION OF APPOINTMENT OF ERNST & YOUNG LLP AS OURDISC MEDICINE, INC.’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 20212023

In accordance with its charter,Our stockholders are being asked to ratify the Audit Committeeappointment by the audit committee of our Board has appointed the firmboard of directors of Ernst & Young LLP, (“Ernst & Young”), an independent registered public accounting firm, to be the Company’sor EY, as our independent registered public accounting firm for the fiscal year ending December 31, 2021, and our Board is asking stockholders (on a non-binding advisory basis) to ratify that appointment. We are not required to have the stockholders ratify the appointment of Ernst & Young2023. EY has served as our independent registered public accounting firm. However, the Board believes that submitting the appointment of Ernst & Young to the stockholders for ratification is good corporate practice and governance. If the stockholders do not ratify the appointment, the Audit Committee will reconsider the retention of Ernst & Young, but ultimately may decide to retain Ernst & Young as the Company’s independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee, in its discretion, may change the appointment at any time if it determines that such a change would be in the best interests of the Company and its stockholders.

Before selecting Ernst & Young, the Audit Committee carefully considered that firm’s qualifications as an independent registered public accounting firm for the Company. This included a review of its performance for Gemini Therapeutics Sub, Inc. (“Gemini Sub”), the Company’s wholly-owned subsidiary, in prior years, and the firm’s efficiency, integrity and competence in the fields of accounting and auditing. The Audit Committee has expressed its satisfaction with Ernst & Young in all of these respects.

Withum Smith+Brown, P.C. (“Withum”) served as the independent registered public accounting firm for FSDC with respect to the audit of the 2020 Financial Statements. Withum was informed that it would be replaced by Ernst & Young as the Company’s independent registered public accounting firm following completion of its audit of the Company’s financial statements for the fiscal year ended December 31, 2020 and the consummation of the business combination between Gemini Sub and FSDC on February 5, 2021 (the “Business Combination”).

Representatives of Ernst & Young will be present at the annual meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to appropriate questions.

Pre-Approval Policies and Proceduressince 2020.

The Audit Committee approves all audit and pre-approves all non-audit services provided by our independent registered public accounting firm before itcommittee is engaged by us to render non-audit services. These services may include audit-related services, tax services and other services.

Independent Registered Public Accounting Firm Fees

The following is a summary and description of fees paid by us to Withum for the fiscal year ended December 31, 2020. The fees do not include fees paid by Gemini Therapeutic, Inc. to Ernst & Young prior to the Business Combination or related to audits and reviews of consolidated financial statements and other historical information of Gemini Therapeutics included in the Company’s registration statements and proxy statement.

Vote Required

The affirmative vote of a majority of the votes cast by holders of shares of common stock who are present virtually or by proxy at a meeting at which a quorum is present is required (on a non-binding advisory basis) to ratify the appointment of Ernst & Young. Abstentions will have no effect on the results of this vote.

RECOMMENDATION

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG, CERTIFIED PUBLIC ACCOUNTANTS, AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.

AUDIT COMMITTEE REPORT

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

We operate in accordance with a written charter adopted by our Board and reviewed annually by the Audit Committee. We aresolely responsible for (1) overseeing the quality and integrity of Gemini Therapeutic Inc.’s accounting, auditing and financial reporting practices and compliance with legal and regulatory requirements, (2) the qualifications, independence, and performance ofselecting our registered public accounting firm, (3) the performance of our internal audit function, if any, and (4) other matters as set forth in the charter of the Audit Committee approved by the Board. In accordance with the rules of the SEC and Nasdaq, the Audit Committee is composed entirely of members who are independent, as defined by the listing standards of the Nasdaq Stock Market (the “Listing Standards”) and the Gemini Therapeutic Inc.’s corporate governance guidelines. The Board has determined that David Lubner is an “audit committee financial expert” within the meaning of SEC regulations.

We believe that we fully discharged our oversight responsibilities as described in our charter, including with respect to the audit process. As previously described herein, subsequent to the end of the fiscal year ended December 31, 2020, the fiscal year to which our 2020 Annual Report on Form 10-K relates, FSDC consummated the Business Combination. FSDC’s audit committee reviewed and discussed the audited financial statements for the fiscal year ended December 31, 2020 included in our 2020 Annual Report on Form 10-K (the “2020 Financial Statements”), with management and FSDC’s independent registered public accounting firm, Withum Smith+Brown, PC (“Withum”). Management has the responsibility for the preparation of those financial statements, and Withum has the responsibility for the audit of those statements. FSDC’s audit committee discussed with Withum the matters required to be discussed by Public Company Accounting Oversight Board, or PCAOB, Auditing Standard No. 1301 and the SEC. FSDC’s audit committee received the written disclosures and the letter from Withum pursuant to Rule 3526, Communication with Audit Committees Concerning Independence, of the PCAOB, concerning any relationships between Withum and FSDC (prior to the Business Combination) and the potential effects of any disclosed relationships on Withum’s independence, and discussed with Withum its independence. FSDC’s audit committee reviewed with Withum their audit plans, audit scope, identification of audit risks and their audit efforts, and discussed and reviewed the results of Withum’s examination of the 2020 Financial Statements both with and without management.

The Audit Committee considered any fees paid to Withum for the provision of non-audit related services and does not believe that these fees compromise Withum’s independence in performing the audit.

Based on these reviews and discussions with management and Withum, we approved the inclusion of the 2020 Financials in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 for filing with the SEC.

On February 5, 2021, we approved the engagement of Ernst & Young as the independent registered public accounting firm for the fiscal year ending December 31, 2021.

Audit Committee of the Board of Directors

David Lubner, Chair

Dr. Carl Gordon

Jason Rhodes

August 17, 2021

CORPORATE GOVERNANCE

Board Composition and Leadership Structure

As of August 10, 2021, the Board2023. Stockholder approval is comprised of eight members. The Board has a flexible policy with respectnot required to the combination or separation of the offices of Chair of the Board and Chief Executive Officer. Currently, Dr. Georges Gemayel servesappoint EY as our independent Chair, and Jason Meyenburg serves as our Chief Executive Officer. The Boardregistered public accounting firm. However, the board of directors believes that by having separate roles,submitting the Chief Executive Officerappointment of EY to the stockholders for ratification is ablegood corporate governance. If the stockholders do not ratify this appointment, the audit committee will reconsider whether to focus onretain EY. If the day-to-day business and affairsselection of EY is ratified, the Company andaudit committee, at its discretion, may direct the Chair is able to focus on key strategic issues, board leadership and communication. While the Board believes this leadership structure is currentlyappointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interestsinterest of Disc and its stockholders.

A representative of EY is expected to be present at the Annual Meeting and will have an opportunity to make a statement if he or she desires to do so and to respond to appropriate questions from our stockholders.

We incurred the following fees from EY for the audit of the Companyfinancial statements and for other services provided during the years ended December 31, 2022 and 2021.

Audit Committee Pre-approval Policy and Procedures

It is the policy of our Audit Committee that all services to be provided by our independent registered public accounting firm, including audit services and permitted audit-related and non-audit services, must be approved in advance by our Audit Committee, except that pre-approval is not required for the provision of non-audit services if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. The Audit Committee may delegate authority to pre-approve non-audit services to one or more members of the Audit Committee, who shall present all decisions made to pre-approve an activity to the full Audit Committee at its stockholders,first meeting following such decision. All services provided by EY during fiscal years 2022 and 2021 were pre-approved by the Audit Committee in accordance with the pre-approval policy described above.

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Vote Required; Board also recognizes that future circumstances could lead it to combine these roles.Recommendation

Director Independence

Current Nasdaq listing guidelines require thatThe affirmative vote of a majority of votes properly cast for and against this Proposal No. 2 is required to ratify the appointment of Ernst & Young LLP as our Boardindependent registered public accounting firm for the fiscal year ending December 31, 2023. Abstentions and broker non-votes, if any, will have no effect on the outcome of the vote.

The board of directors recommends voting “FOR” Proposal No. 2 to ratify the appointment of Ernst & Young LLP as Disc Medicine, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

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CORPORATE GOVERNANCE

Director Nomination Process

Our board of directors is responsible for selecting its own members. The board of directors delegates the selection and nomination process to our nominating and corporate governance committee, with the expectation that other members of the board of directors, and of management, will be independent. Anrequested to take part in the process as appropriate.

Generally, our nominating and corporate governance committee identifies candidates for director nominees in consultation with management, through the use of independent director search firms, through recommendations submitted by stockholders or through such other methods as the nominating and corporate governance committee deems to be helpful to identify candidates. Once candidates have been identified, the nominating and corporate governance committee confirms that the candidates meet the minimum qualifications for director nominees established by the nominating and corporate governance committee. These criteria include,among other things, the skills of the candidate, his or her depth and breadth of business experience and other background characteristics, his or her independence and the needs of the board of directors.

The nominating and corporate governance committee may gather information about the candidates through meetings from time to time, questionnaires or background checks to evaluate biographical information and background material relating to potential candidates, and interviews of selected candidates by members of the committee and our board of directors. The nominating and corporate governance committee then meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of our board of directors. Based on the results of the evaluation process, the nominating and corporate governance committee recommends candidates for the board of directors’ approval as director nominees for election to the board of directors.

The board of directors does not believe that limits on the number of consecutive terms a director may serve or on the directors’ ages are appropriate at this stage. Instead, each director’s performance and their continued service is assessed by the nominating and corporate governance committee in light of the needs of the board of directors and other relevant factors.

Stockholders may recommend individuals to the nominating and corporate governance committee for consideration as potential director candidates. Any such proposals should be submitted to our corporate secretary at our principal executive offices no later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the one-year anniversary of the date of the preceding year’s annual meeting and should include appropriate biographical and background material to allow the nominating and corporate governance committee to properly evaluate the potential director candidate and the number of shares of our stock beneficially owned by the stockholder proposing the candidate. Stockholder proposals should be addressed to Disc Medicine, Inc., 321 Arsenal Street, Suite 101, Watertown, MA 02472, Attention: Corporate Secretary. Assuming that biographical and background material has been provided on a timely basis in accordance with our bylaws, any recommendations received from stockholders will be evaluated in the same manner as potential nominees proposed by the nominating and corporate governance committee. If our board of directors determines to nominate a stockholder-recommended candidate and recommends his or her election, then his or her name will be included on our proxy card for the next annual meeting of stockholders. See the section of this proxy statement titled “Stockholder Proposals” for a discussion of submitting stockholder proposals.

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Director Independence

Our common stock is listed on The Nasdaq Global Market, or Nasdaq.Under the Nasdaq listing rules, independent directors must comprise a majority of a listed company’s board of directors within twelve months from the date of listing. In addition, the Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent within twelve months from the date of listing. Audit committee members must also satisfy additional independence criteria, including those set forth in Rule 10A 3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and compensation committee members must also satisfy the independence criteria set forth in Rule 10C 1 under the Exchange Act. Under Nasdaq listing rules, a director will only qualify as an “independent director” is defined generally as a person other than an executive officer or employee of the Company or any other individual having a relationship which,if, in the opinion of our Board,that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgementjudgment in carrying out the responsibilities of a director. The Board

In order to be considered independent for purposes of Rule 10A 3 under the Exchange Act, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board of directors committee: (1) accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries, other than compensation for board of directors service; or (2) be an affiliated person of the listed company or any of its subsidiaries. In order to be considered independent for purposes of Rule 10C 1, the board of directors must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to: the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Our board of directors has determined that each individualof our directors, with the exception of Dr. Quisel, who serves onas our President and Chief Executive Officer, and Georges Gemayel, who served as the Board, other than Mr. Meyenburgchief executive officer of Gemini prior to the merger, is an “independent director” within the meaning of the director independence standards established by the SEC and Dr. Tananbaum, qualifiesNasdaq. Our board of directors also determined that Mark Chin, Liam Ratcliffe and William White who comprise our audit committee, Mona Ashiya, Kevin Bitterman and Donald Nicholson, who comprise our compensation committee, and Mona Ashiya, Kevin Bitterman, Donald Nicholson and Liam Ratcliffe, who comprise our nominating and corporate governance committee, satisfy the independence standards for such committees established by the SEC and Nasdaq, as an independent director under the Listing Standards.applicable. In making such independence determination,determinations, our Board considered theboard of directors evaluated, and will evaluate at least on an annual basis, all relationships that each such non-employee director has with us andour company in light of all other facts and circumstances that our Boardboard of directors deemed relevant in determining their independence.independence, including the beneficial ownership of our capital stock by each non-employee director.

The non-management directors meet at regularly scheduled executive sessions without management participation, and at least once each year an executive session with only independent directors present is held. In 2022, there were four executive sessions at which only the independent directors were present.

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Board MeetingsDiversity

Our nominating and Attendance

corporate governance committee has a written board diversity policy and believes that our board of directors, taken as a whole, should embody a diverse set of skills, experience, knowledge and backgrounds, including an appropriate number of women directors. The board of directors has not adopted targets for the number or proportion of FSDC, priorfemale directors as the company is committed to a merit-based system for board composition, which reflects a diverse and inclusive culture where directors believe that their views are heard, their concerns are attended to and they serve in an environment where bias, discrimination and harassment on any matter are not tolerated. When identifying suitable candidates for appointment to the Business Combination, held two meetings, including actions by written consent, duringboard of directors, the fiscal year ended December 31, 2020. Eachcompany considers candidates on merit against objective criteria and the needs of FSDC’s then-incumbent directors attended 100% of the meetings of FSDC’s board of directors and considers the committeesneed to increase the number of FSDC’swomen directors on the board of directors on which he or she served duringto meet the fiscal year ended December 31, 2020 (in each case, which were held duringcompany’s goal. When recruiting new candidates for appointment, search protocols will go beyond the period for which he or she wasnetworks of existing board of director members and will incorporate diversity, including identification of female candidates, as a director and/or a member ofcomponent. Any search firm engaged to assist the applicable committee).

Director Attendance at Annual Meeting of Stockholders

We have no policy regarding attendance of our directors at the Annual Meeting.

Board Committees

The Board has the authority to appoint committees to perform certain management and administration functions. Prior to the Business Combination, FSDC’s board of directors maintained two standing committees:or the nominating and corporate governance committee in identifying candidates for appointment to the board of directors shall be directed to include women candidates and women candidates will be included in the board of director’s evergreen list of potential board of director nominees.

The company has not adopted targets for the number or proportion of directors who are members of a visible minority, Indigenous peoples or persons with a disability, or the designated groups, or for other diversity characteristics at this time. For now, the board of directors has chosen to focus on gender in exclusion to other diversity characteristics and the nominating and corporate governance committee does not specifically consider the level of representation of members of designated groups on the board of directors in identifying and nominating candidates for election or re-election to the board of directors.

The below board diversity matrix reports self-identified diversity statistics for the board of directors.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a compensationnominating and corporate governance committee. In connection with the consummation of the Business Combination and the contemporaneous disbandingEach of these committees operates under a charter that has been approved by our Board formed and constituted our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Theboard of directors. We believe that the composition and responsibilitiesfunctioning of all of our committees comply with the applicable requirements of Nasdaq, the Sarbanes-Oxley Act of 2002 and SEC rules and regulations that are applicable to us. We intend to comply with future requirements to the extent they become applicable to us. A copy of each committee are described below. Members serve on these committees until their resignation or until otherwise determined bycharter can be found under the Board. The charters for each“Investors & Media—Corporate Governance” section of these committees are available on Gemini’sour website, which is located at www.geminitherapeutics.comwww.discmedicine.com. InformationWe do not incorporate the information contained on, or accessible through, Gemini’sour corporate website isinto this proxy statement, and you should not consider it a part of this prospectus,proxy statement.

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The board of directors has not adopted position descriptions for the chairperson of each committee. However, each committee chairperson understands that the responsibilities of the committee chairperson include responsibility for providing leadership to the committee, including chairing meetings in a manner that facilitates open discussions and expressions of competing views, and reporting to the board of directors on the work of the committee and any recommendations for approval by the board of directors. The committee chairperson also ensures that the committee receives the information required for the performance of its responsibilities. The board of directors may also establish other committees from time to time to assist the company and the inclusionboard of such website address in this prospectus is an inactive textual reference only.

As of August 10, 2021, the membership of each committee of our Board is as follows:

Below is a description of each committee of the Board.

Audit Committee

David Lubner, Dr. Carl Gordon and Jason Rhodes serve on our Audit Committee, which is chaired by Mr. Lubner. The Board has determined each member of the Audit Committee is independent under the Listing Standards, and Rule 10A-3(b)(1) of the Exchange Act. The Board has determined that David Lubner is an “audit committee financial expert” within the meaning of SEC regulations. The Board has also determined that each member of the Audit Committee has the requisite financial expertise required under the applicable requirements of the Nasdaq Stock Market. In arriving at this determination, the Board has examined each Audit Committee member’s scope of experience and the nature of their employment in the corporate finance sector.

The primary purpose of the Audit Committeeour audit committee is to discharge the responsibilities of the Boardboard of directors with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered accounting firm. The report of the audit committee is included in this proxy statement under “Report of the Audit Committee.”

Specific responsibilities of our Audit Committeeaudit committee include: