UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 001-39431
Freeline Therapeutics Holdings plc
(Translation of registrant’s name into English)
Stevenage Bioscience Catalyst
Gunnels Wood Road
Stevenage, Hertfordshire SG1 2FX
United Kingdom
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
2022 Annual General Meeting of Freeline Therapeutics Holdings plc
On May 23, 2022, Freeline Therapeutics Holdings plc (“Freeline” or the “Company”) published its UK Annual Report and Accounts for the fiscal year ended December 31, 2021 (the “2021 UK Annual Report”) and distributed a notice of its 2022 Annual General Meeting (the “2022 AGM”) and a form of proxy to its shareholders. The 2022 AGM will be held at Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 40 Bank Street, Canary Wharf, London, E14 5DS, United Kingdom, on June 28, 2022 at 2:00 p.m. British Summer Time (BST). The notice of the 2022 AGM, the form of proxy and the 2021 UK Annual Report are furnished hereto as Exhibits 99.1, 99.2 and 99.3 respectively.
On or about May 27, 2022, Citibank, N.A., in its capacity as the depositary (the “Depositary”) for the Company’s American Depositary Shares (“ADSs”), will commence mailing notice materials and voting instructions to ADS holders to enable ADS holders of record as of May 23, 2022 to instruct the Depositary to vote the ordinary shares represented by their ADSs. A copy of the Depositary’s notice to ADS holders and the Depositary’s voting instructions to ADS holders are furnished hereto as Exhibits 99.4 and 99.5, respectively.
The 2021 UK Annual Report and other materials related to the AGM are posted on the investor relations section of the Company’s website at https://freeline.life/investors/AGM.
The information contained in this “2022 Annual General Meeting of Freeline Therapeutics Holdings plc” section of this Report on Form 6-K, as well as the documents furnished as Exhibits 99.1, 99.2, 99.3, 99.4 and 99.5 shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in any such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
FREELINE THERAPEUTICS HOLDINGS PLC | ||||
By: | /s/ Stephen P. Diamond, Jr. | |||
Name: | Stephen P. Diamond, Jr. | |||
Title: | Senior Vice President, General Counsel & Company Secretary |
Date: May 23, 2022