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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Freeline Therapeutics Holdings plc - Depositary Receipt (Common Stock)
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| March 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Exact name of registrant as sp |
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| February 22, 2024 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Freeline Therapeutics Holdings plc (Name of Issuer) American Depositary Shares and Ordinary Shares, nominal value £0.00001 per share (Title of Class of Securities) G3664N 103 (CUSIP Number) Alasdair Moodie, General Counsel Syncona Investment Man |
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| February 22, 2024 |
As filed with the Securities and Exchange Commission on February 22, 2024 Registration Nos. |
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| February 22, 2024 |
As filed with the Securities and Exchange Commission on February 22, 2024 Registration Nos. |
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| February 22, 2024 |
As filed with the Securities and Exchange Commission on February 22, 2024 Registration Nos. |
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| February 22, 2024 |
EX-99.9 2 d797091dex999.htm EX-99.9 Exhibit 99.9 AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares (represented by American Depositary Shares, each of which represents 15 Ordinar |
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| February 22, 2024 |
As filed with the Securities and Exchange Commission on February 22, 2024 As filed with the Securities and Exchange Commission on February 22, 2024 Registration No. |
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| February 22, 2024 |
As filed with the Securities and Exchange Commission on February 22, 2024 Registration Nos. |
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| February 20, 2024 |
Acquisition of Freeline by Syncona Becomes Effective Exhibit 99.1 Acquisition of Freeline by Syncona Becomes Effective LONDON, February 20, 2024 – Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (“Freeline”) and Syncona Ltd (“Syncona”) today announced that, in connection with Syncona’s acquisition of Freeline by way of a scheme of arrangement (the “Scheme”), the Scheme has been sanctioned by the Court and the court order (together with a copy of t |
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| February 20, 2024 |
6-K 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 February 2024 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire |
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| February 20, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 FREELINE THERAPEUTICS HOLDINGS PLC (Name of the Issuer) Freeline Therapeutics Holdings plc Bidco 1354 Limited Syncona Limited Syncona Holdings Limited Syncona Portfolio Limited Syncona Investmen |
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| February 14, 2024 |
SC 13G/A 1 sc13gafreelinetherapeutics.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Freeline Therapeutics Holdings plc (Name of Issuer – as specified in its charter) Ordinary Shares, £0.00001 per share (Title of Class of Securities) 35655L206 (CUSIP Number) December 31, 2023 (Date of Event which Requ |
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| February 12, 2024 |
6-K 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 February 2024 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire |
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| February 12, 2024 |
SC 13G/A 1 FRLNSC13GA.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) FREELINE THERAPEUTICS HOLDINGS PLC (Name of Issuer) ORDINARY SHARES, NOMINAL VALUE £0.00001 PER SHARE (Title of Class of Securities) 35655L206** (CUSIP Number) DECEMBER 31, 2023 (Date of event which requires filing of this statem |
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| February 12, 2024 |
Freeline Shareholders Approve Acquisition by Syncona Exhibit 99.1 Freeline Shareholders Approve Acquisition by Syncona LONDON, February 12, 2024 – Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (“Freeline”) and Syncona Ltd (“Syncona”) today announced that Freeline’s shareholders have approved the proposal for Bidco 1354 Limited (“Bidco”), a wholly owned subsidiary of Syncona Portfolio Limited (“Syncona Portfolio”), to acquire all shares of Freeli |
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| January 31, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Freeline Therapeutics Holdings plc (Name of Issuer) Ordinary Shares, nominal value £0.00001 per share (Title of Class of Securities) 35655L206** (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to des |
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| January 18, 2024 |
6-K 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 January 2024 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire S |
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| January 17, 2024 |
EX-99.(d)(9) Exhibit (d)(9) EXECUTION VERSION Supplemental Security Agreement between The Companies listed in Schedule 1 as Chargors and Syncona Portfolio Limited as Lender relating to U.S.$15,000,000 Fixed Rate Convertible Loan Notes due 2024 CONTENTS 1. Interpretation 1 2. Covenant to Pay 5 3. Creation of Security 5 4. Continuing Security 8 5. Further Assurance 8 6. Land 9 7. Investments 11 8. I |
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| January 17, 2024 |
EX-99.(a)(3)(3) Exhibit (a)(3)(3) 12WE7I D02 Form of Proxy—General Meeting to be held on 12 February 2024 Freeline Therapeutics Holdings plc Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated account |
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| January 17, 2024 |
EX-99.(a)(3)(2) Exhibit (a)(3)(2) 12WE5F D01 Form of Proxy—Court Meeting to be held on 12 February 2024 Freeline Therapeutics Holdings plc Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders unique designated account printed hereon. This personalised form is not transferable between different: (i) account holders; or (ii) uniquely designated accounts. |
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| January 17, 2024 |
EX-99.(a)(3)(4) Exhibit (a)(3)(4) Freeline Therapeutics Holdings plc Court Meeting and General Meeting The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 A.M. (New York City time) on February 6, 2024 for action to be taken. 2024 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES Freeline Therapeutics Holdings plc (the “Company”) ADS CUSIP No.: 35655L |
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| January 17, 2024 |
SC 13E3/A Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 FREELINE THERAPEUTICS HOLDINGS PLC (Name of the Issuer) Freeline Therapeutics Holdings plc Bidco 1354 Limited Syncona Limited Syncona Holdings Limited Syncona Portfolio Limited Syncona Investment Ma |
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| January 17, 2024 |
EX-99.(d)(3) Table of Contents Exhibit (d)(3) EXECUTION VERSION Secured Convertible Loan Note Certificate Freeline Therapeutics Holdings plc as Issuer relating to Secured Fixed Rate Convertible Loan Notes Simmons & Simmons LLP Citypoint, 1 Ropemaker Street London EC2Y 9SS United Kingdom T: +44 20 7628 2020 F: +44 20 7628 2070 Table of Contents CONTENTS 1. Introduction 1 2. References to Conditions |
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| January 17, 2024 |
EX-99.(a)(3)(1) Exhibit (a)(3)(1) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS DOCUMENT CONTAINS A PROPOSAL WHICH, IF IMPLEMENTED, WILL RESULT IN THE CANCELLATION OF THE LISTING OF FREELINE THERAPEUTICS HOLDINGS PLC’S ADSs ON THE NASDAQ CAPITAL MARKET. PART III (EXPLANATORY STATEMENT) OF THIS DOCUMENT COMPRISES AN EXPLANATORY STATEMENT IN COMPLIANCE WITH SECTION 897 OF TH |
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| January 17, 2024 |
EX-99.(a)(3)(5) Exhibit (a)(3)(5) Time Sensitive Materials Depositary’s Notice of Court Meeting and General Meeting for Freeline Therapeutics Holdings plc ADSs: American Depositary Shares (“ADSs”). ADS CUSIP No.: 35655L206 (freely transferable ADSs). 35655L875 (restricted ADSs). ADS Record Date: January 12, 2024. Meeting Specifics: Court Meeting – February 12, 2024 at 2:30 PM (London time) at the |
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| December 8, 2023 |
Table of Contents SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES ACT OF 1934 FREELINE THERAPEUTICS HOLDINGS PLC (Name of the Issuer) Freeline Therapeutics Holdings plc Bidco 1354 Limited Syncona Limited Syncona Holdings Limited Syncona Portfolio Limited Syncona Investment Management Limited Mr. Roel Bu |
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| December 8, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) Freeline Therapeutics Holdings plc Syncona Limited Syncona Holdings Limited Syncona Portfolio Limited Syncona Investment Management Limited Bidco 1354 Limited Mr. |
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| December 8, 2023 |
PROJECT BOND Materials Prepared for the Special Committee November 21, 2023 Confidential Exhibit 99(c)(2) PROJECT BOND Materials Prepared for the Special Committee November 21, 2023 Confidential Leerink Partners Disclaimer This presentation (the “Presentation”) has been prepared by Leerink Partners LLC, exclusively for the benefit and internal use of the Bond Special Committee (“Bond”) to whom it is addressed. |
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| December 8, 2023 |
PROJECT BOND Discussion Materials Prepared for the Special Committee November 20, 2023 Confidential Exhibit 99(c)(3) PROJECT BOND Discussion Materials Prepared for the Special Committee November 20, 2023 Confidential Leerink Partners Disclaimer This presentation (the “Presentation”) has been prepared by Leerink Partners LLC, exclusively for the benefit and internal use of the Bond Special Committee (“Bond”) to whom it is addressed. |
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| December 8, 2023 |
Exhibit 99(c)(4) PROJECT BOND Preliminary Discussion Materials Prepared for the Special Committee October 20, 2023 Confidential Leerink Partners Disclaimer This presentation (the “Presentation”) has been prepared by Leerink Partners LLC, exclusively for the benefit and internal use of the Bond (the “Bond”) to whom it is addressed. |
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| December 8, 2023 |
Exhibit (a)(3)(1) THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. |
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| December 1, 2023 |
Exhibit 99.1 Freeline Reports Second Quarter 2023 Financial Results and Business Highlights Completed dosing in first cohort of Phase 1/2 GALILEO-1 trial of FLT201 in Gaucher disease; expect to report initial clinical data in third quarter of 2023 Extending impact of its novel GCase variant with research program for GBA1-linked Parkinson’s disease Management to host conference call at 8:00 a.m. ET |
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| December 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2BP Un |
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| November 24, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Freeline Therapeutics Holdings plc (Name of Issuer) American Depositary Shares and Ordinary Shares, nominal value £0.00001 per share (Title of Class of Securities) G3664N 103 (CUSIP Number) Alasdair Moodie, General Counsel Syncona Investment Man |
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| November 24, 2023 |
EX-99.6 Exhibit 99.6 AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares (represented by American Depositary Shares, each of which represents 15 Ordinary Shares) of Freeline Therap |
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| November 22, 2023 |
Exhibit 99.4 Syncona to Acquire Freeline Therapeutics Freeline shareholders to receive $6.50 per American Depositary Share, a 51% premium over closing price prior to announcement of Syncona’s initial proposal on October 18, in an all-cash transaction Based on extensive evaluation of available strategic and financing options, Freeline’s independent directors unanimously recommend transaction as bes |
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| November 22, 2023 |
Exhibit 99.2 EXECUTION VERSION Security Agreement between The Companies listed in Schedule 1 as Chargors and Syncona Portfolio Limited as Lender relating to U.S.$15,000,000 Fixed Rate Convertible Loan Notes due 2024 CONTENTS 1. Interpretation 1 2. Covenant to Pay 6 3. Creation of Security 6 4. Continuing Security 9 5. Further Assurance 10 6. Land 10 7. Investments 12 8. Intellectual Property 15 9. |
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| November 22, 2023 |
Exhibit 99.3 CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. EXECUTION VERSION Secured Convertible Loan Note Certificate Freeline Therapeutics Holdings plc as Issuer relating to Secured Fixed Rate Convertible Loan Notes Si |
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| November 22, 2023 |
Exhibit 99.1 CERTAIN INFORMATION IN THIS EXHIBIT IDENTIFIED BY [***] IS CONFIDENTIAL AND HAS BEEN EXCLUDED BECAUSE IT (I) IS NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL. 22 NOVEMBER 2023 (1) BIDCO 1354 LIMITED (2) FREELINE THERAPEUTICS HOLDINGS PLC IMPLEMENTATION AGREEMENT Skadden, Arps, Slate, Meagher & Flom (UK) LLP 22 Bishopsg |
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| November 22, 2023 |
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 November 2023 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 |
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| October 25, 2023 |
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 October 2023 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2 |
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| October 25, 2023 |
Exhibit 99.1 Freeline Presents Positive New Data from Phase 1/2 GALILEO-1 Trial of FLT201, Its Novel Gene Therapy Candidate, in Gaucher Disease at ESGCT 30th Annual Congress Substantial reduction in lyso-Gb1 substrate levels, an established biomarker of clinical response, observed in first patient treated with FLT201 Increases of several hundredfold over baseline in plasma GCase activity and norma |
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| October 18, 2023 |
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 October 2023 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2 |
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| October 18, 2023 |
SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Freeline Therapeutics Holdings plc (Name of Issuer) American Depositary Shares and Ordinary Shares, nominal value £0.00001 per share (Title of Class of Securities) G3664N 103 (CUSIP Number) Alasdair Moodie, General Counsel Syncona Investment Man |
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| October 18, 2023 |
EX-99.2 2 d915888dex992.htm EX-99.2 Exhibit 99.2 17 October 2023 Special Committee of the Board of Directors Freeline Therapeutics Holdings plc Sycamore House Gunnels Wood Road Stevenage Hertfordshire SG1 2BP Syncona Investment Management Limited 8 Bloomsbury Street, 2nd Floor London WC1B 3SR [email protected] Non-binding indication of interest in acquiring Freeline Dear Special Committee, We |
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| October 6, 2023 |
FLT201: Initial Clinical Data October 6, 2023Legal disclaimer This presentation contains statements that constitute “forward looking statements” as that term is defined in the United States Private Securities Litigation Reform Act of 1995, including statements that express the opinions, expectations, beliefs, plans, objectives, assumptions or projections of Freeline Therapeutics Holdings plc (the “Company”) regarding future events or future results, in contrast with statements that reflect historical facts. |
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| October 6, 2023 |
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 October 2023 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2 |
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| October 4, 2023 |
Exhibit 99.1 Freeline Reports Positive Initial Clinical Data from First Cohort of Phase 1/2 GALILEO-1 Trial of FLT201, Its Novel Gene Therapy Candidate, in Gaucher Disease Robust increases of up to 700-fold over baseline in plasma GCase enzyme activity in first two patients treated with FLT201 Normalization of leukocyte GCase in both patients demonstrates cellular uptake from plasma FLT201 has bee |
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| October 4, 2023 |
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 October 2023 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2 |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2023 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2BP Unit |
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| August 15, 2023 |
Exhibit 99.1 Freeline Reports Second Quarter 2023 Financial Results and Business Highlights Completed dosing in first cohort of Phase 1/2 GALILEO-1 trial of FLT201 in Gaucher disease; expect to report initial clinical data in third quarter of 2023 Extending impact of its novel GCase variant with research program for GBA1-linked Parkinson’s disease Management to host conference call at 8:00 a.m. ET |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 FREELINE THERAPEUTICS HOLDINGS PLC (Name of Issuer) ORDINARY SHARES, NOMINAL VALUE £0.00001 PER SHARE (Title of Class of Securities) 35655L206** (CUSIP Number) JULY 12, 2023 (Date of event which requires filing of this statement) Check the appropriate box to designate the |
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| June 30, 2023 |
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 June 2023 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2BP |
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| June 26, 2023 |
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 June 2023 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2BP |
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| June 26, 2023 |
Exhibit 99.1 Freeline Announces First Patient Dosed with Its Novel Gene Therapy Candidate for Gaucher Disease and Unveils Research Program in GBA1-linked Parkinson’s Disease FLT201 is a highly differentiated AAV gene therapy candidate that delivers a longer-acting engineered variant of GCase, the enzyme missing in people with Gaucher disease Company expects to report initial clinical data for FLT2 |
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| May 31, 2023 |
EX-99.3 Exhibit 99.3 Freeline Therapeutics Holdings plc Annual Report and Accounts for the year ended 31 December 2022 Registered number: 12546479 Page Company Information 1 UK Financial Documents 2 Strategic Report 3 Directors’ Report 7 Directors’ Remuneration Report 13 Independent Auditor’s Report 28 Balance sheet 40 Statement of changes in equity 41 Notes to the financial statements 42 Appendix |
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| May 31, 2023 |
6-K 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 2023 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2 |
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| May 31, 2023 |
EX-99.5 Exhibit 99.5 2023 Annual General Meeting The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 A.M. (New York City time) on June 22, 2023 for action to be taken. 2023 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES Freeline Therapeutics Holdings plc (the “Company”) ADS CUSIP No.: 35655L206 (freely transferable ADSs). 35655L875 (restricted ADS |
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| May 31, 2023 |
EX-99.4 Exhibit 99.4 Time Sensitive Materials Depositary’s Notice of Annual General Meeting of Freeline Therapeutics Holdings plc ADSs: American Depositary Shares (“ADSs”). ADS CUSIP No.: 35655L206 (freely transferable ADSs). 35655L875 (restricted ADSs). ADS Record Date: May 22, 2023. Meeting Specifics: Annual General Meeting to be held on Wednesday, June 28, 2023 at 2:00 P.M. (UK time) at the off |
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| May 31, 2023 |
EX-99.2 Exhibit 99.2 Freeline Therapeutics Holdings plc Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. The Chairman of FREELINE THERAPEUTICS HOLDINGS PLC invites you to attend the Annual General Meeting of the Company to be held at the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 22 Bishopsgate, London, EC2N 4BQ |
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| May 31, 2023 |
EX-99.1 Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this notice or as to the action you should take, please take advice from a stockbroker, solicitor, accountant or other independent professional adviser. If you have sold or otherwise transferred all of your shares, please send this document |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2BP United |
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| May 30, 2023 |
EX-99.1 2 frln-ex991.htm EX-99.1 Exhibit 99.1 Freeline Reports First Quarter 2023 Financial Results and Business Highlights Expect to report initial clinical data for FLT201 in Gaucher disease in third quarter of 2023 FLT201 granted ILAP designation, which aims to accelerate time to market and facilitate patient access in the UK for medicines that address significant unmet needs Regained complianc |
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| May 12, 2023 |
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 2023 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2BP U |
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| May 12, 2023 |
Freeline Completes ADS Ratio Change EX-99.1 Exhibit 99.1 Freeline Completes ADS Ratio Change LONDON, May 12, 2023 – Freeline Therapeutics Holdings plc (Nasdaq: FRLN) today announced that the company’s previously disclosed change to its American Depositary Share (“ADS”) to ordinary share ratio has been made effective prior to the open of business on May 12, 2023. The ratio has changed from one (1) ADS to one (1) ordinary share to the |
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| April 21, 2023 |
As filed with the Securities and Exchange Commission on April 21, 2023 Registration No. |
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| April 21, 2023 |
Freeline Announces Proposed ADS Ratio Change EX-99.1 Exhibit 99.1 Freeline Announces Proposed ADS Ratio Change LONDON, April 21, 2023 – Freeline Therapeutics Holdings plc (Nasdaq: FRLN) today announced that it plans to change the ratio of its American Depositary Shares (“ADSs”) to its ordinary shares (the “ADS Ratio”), nominal value £0.00001 per share, from the current ADS Ratio of one (1) ADS to one (1) ordinary share to a new ADS Ratio of |
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| April 21, 2023 |
Exhibit (a)(i) FREELINE THERAPEUTICS HOLDINGS PLC and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES OUTSTANDING UNDER THE TERMS OF THE DEPOSIT AGREEMENT, DATED AS OF August 11, 2020 Amendment No. 1 to the Deposit Agreement Dated as of [DATE] Table of Contents Page ARTICLE I DEFINITIONS 2 Section 1.1 Definitions 2 Section 1.2 Effective Date 2 ART |
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| April 21, 2023 |
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 April 2023 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2BP |
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| April 4, 2023 |
Exhibit 4.26 EXECUTED FORM CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. IP Deed of Assignment and License between Freeline Therapeutics Limited and Ascend Gene and Cell Therapies Ltd Dated 08 February 2023 9340530 v7 Contents Partie |
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| April 4, 2023 |
Exhibit 13.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended December 31, 2022 (the “Report”) for the purpose of complying with Rule 13a-14( |
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| April 4, 2023 |
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 April 2023 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 2BP |
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| April 4, 2023 |
Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-242129, 333-242133, 333-259852 and 333-265634 on Form S-8 and Registration Statement No. 333-259444 on Form F-3 of our report dated March 31, 2022, relating to the financial statements of Freeline Therapeutics Holdings plc appearing in this Annual Re |
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| April 4, 2023 |
Exhibit 99.1 Freeline Reports Full Year 2022 Financial Results and Provides Corporate Update Prioritizing development of FLT201, a potential first- and best-in-class gene therapy for most common type of Gaucher disease Initial clinical data on FLT201 expected in Q3 2023 Restructuring organization and pausing development of FLT190 to extend cash runway into Q2 2024 Appointed CFO Paul Schneider to B |
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| April 4, 2023 |
Exhibit 4.28 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. AGREEMENT FOR THE SALE AND PURCHASE OF THE ENTIRE ISSUED SHARE CAPITAL OF FREELINE THERAPEUTICS GMBH 1. FREELINE THERAPEUTICS LIMITED 2. ASCEND GENE AND CELL THERAPIES LTD 3. |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| April 4, 2023 |
Exhibit 4.27 CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. TRANSITION SERVICES AGREEMENT between ASCEND GENE AND CELL THERAPIES LTD And FREELINE THERAPEUTICS LIMITED Dated as of 08 February 2023 TRANSITION SERVICES AGREEMENT This Tra |
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| April 4, 2023 |
Exhibit 12.2 CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Paul Schneider, certify that: 1. I have reviewed this annual report on Form 20-F of Freeline Therapeutics Holdings plc; 2. Based on my knowledge, this report does not contain any untrue statement of a |
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| April 4, 2023 |
Exhibit 12.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael J. Parini, certify that: 1. I have reviewed this annual report on Form 20-F of Freeline Therapeutics Holdings plc; 2. Based on my knowledge, this report does not contain any untrue statement o |
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| February 14, 2023 |
SC 13G/A 1 freelinetherapeutics13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Freeline Therapeutics Holdings plc (Name of Issuer – as specified in its charter) Ordinary shares, £0.0001 per share (Title of Class of Securities) 35655L107 (CUSIP Number) December 31, 2022 (Date of Event which Require |
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| February 13, 2023 |
SC 13G/A 1 frlna121323.htm CHI ADVISORS LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Freeline Therapeutics Holdings plc (Name of Issuer) Ordinary Shares, nominal value 0.0001 per share (Title of Class of Securities) 35655L107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing |
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| February 10, 2023 |
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 February 2023 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Sycamore House Gunnels Wood Road Stevenage, Hertfordshire SG1 |
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| February 10, 2023 |
Freeline Announces Closing of Sale of Its CMC-Focused German Subsidiary Exhibit 99.1 Freeline Announces Closing of Sale of Its CMC-Focused German Subsidiary LONDON, February 10, 2023 - Freeline Therapeutics Holdings plc (Nasdaq: FRLN) today announced the closing of the previously announced sale of its CMC-focused German subsidiary, Freeline Therapeutics GmbH, along with certain related intellectual property, to Ascend Gene and Cell Therapies Ltd., for $25 million, sub |
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| January 31, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Freeline Therapeutics Holdings plc (Name of Issuer) Ordinary Shares, nominal value £0.00001 per share (Title of Class of Securities) 35655L107** (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to des |
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| November 29, 2022 |
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 November 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Her |
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| November 29, 2022 |
Freeline Receives Approval to Transfer to Nasdaq Capital Market Exhibit 99.1 Freeline Receives Approval to Transfer to Nasdaq Capital Market LONDON, November 29, 2022 (GLOBE NEWSWIRE) ? Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the ?Company? or ?Freeline?) today announced that it received approval from the Nasdaq Stock Market LLC (?Nasdaq?) to transfer the listing of its American Depositary Shares (?ADSs?) representing ordinary shares of the Company f |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfords |
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| November 15, 2022 |
Exhibit 99.1 Freeline Reports Third Quarter 2022 Financial Results and Corporate Update Entered into definitive agreement to sell CMC-focused German subsidiary and related IP for $25 million, while retaining rights to AAVS3 capsid and maintaining access to capabilities and technologies Streamlining organization and extending cash runway into 2024 Prioritizing development of FLT201 in Gaucher disea |
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| October 4, 2022 |
Exhibit 99.1 Freeline Initiates Dosing of Second Cohort in MARVEL-1 Trial of FLT190 Gene Therapy Candidate for People with Fabry Disease LONDON, October 4, 2022 ? Freeline Therapeutics Holdings plc (Nasdaq: FRLN) today announced that the first patient has been dosed in the second dose cohort of the Phase 1/2 MARVEL-1 clinical trial of FLT190 in Fabry disease, a debilitating inherited disorder that |
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| October 4, 2022 |
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 October 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hert |
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| August 26, 2022 |
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 August 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertf |
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| August 9, 2022 |
Exhibit 99.1 Freeline Reports Second Quarter 2022 Financial Results and Business Highlights Six patients dosed in B-LIEVE trial of FLT180a in hemophilia B in four months and initial and emerging cohort one data reported, followed by NEJM publication of B-AMAZE long-term data Continued progress in FLT190 in Fabry disease and FLT201 in Gaucher disease, with new country and site initiations paving th |
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| August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfordshi |
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| July 11, 2022 |
Exhibit 99.1 Positive Initial Clinical Data from the B-LIEVE Dose-Confirmation Trial for FLT180a in Hemophilia B Presented at the International Society on Thrombosis and Haemostasis Congress FLT180a generated protective FIX levels with no bleeding or need for FIX replacement The treatment was well tolerated with a good safety profile LONDON, July 10, 2022 ? Freeline Therapeutics Holdings plc (Nasd |
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| July 11, 2022 |
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 July 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfor |
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| June 30, 2022 |
Exhibit (d) June 30, 2022 Citibank, N.A. ? ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: We refer to the Registration Statement on Form F-6 (the ?Registration Statement?) to be filed with the Securities and Exchange Commission (the ?SEC?) by the legal entity to be created by the Deposit Agreement (as hereinafter defined) for the purpose of registering under the |
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| June 30, 2022 |
Exhibit (e) Rule 466 Certification The depositary, Citibank, N.A., represents and certifies the following: (a) That it previously had filed a registration statement on Form F-6 (Registration No. 333-240125), which the U.S. Securities and Exchange Commission declared effective, with terms of deposit identical to the terms of deposit of this Form F-6 Registration Statement and (b) That its ability t |
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| June 30, 2022 |
Exhibit (b)(ii) Execution Version November 19, 2021 Citibank, N.A. ? ADR Department 388 Greenwich Street New York, NY 10013 Attn: Susanna Ansala Program ADSs (CUSIP No.: 35655L107) Ladies and Gentlemen: Reference is made to the Deposit Agreement, dated as of August 11, 2020, as amended and supplemented from time to time (the ?Deposit Agreement?), by and among Freeline Therapeutics Holdings plc, a |
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| June 30, 2022 |
As filed with the Securities and Exchange Commission on June 30, 2022 Registration No. |
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| June 30, 2022 |
Freeline Therapeutics Holdings plc Exhibit (b)(i) EXECUTION COPY Freeline Therapeutics Holdings plc December 7, 2020 Citibank, N. |
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| June 30, 2022 |
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 June 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfor |
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| June 30, 2022 |
Exhibit (a) Execution Copy DEPOSIT AGREEMENT by and among FREELINE THERAPEUTICS HOLDINGS PLC and CITIBANK, N. |
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| June 30, 2022 |
Exhibit (b)(iii) Execution Version March 22, 2022 Citibank, N.A. ? ADR Department 388 Greenwich Street New York, NY 10013 Attn: Susanna Ansala Re: Program ADSs (CUSIP No.: 35655L 107) Ladies and Gentlemen: Reference is made to the Deposit Agreement, dated as of August 11, 2020, as amended and supplemented from time to time (the ?Deposit Agreement?), by and among Freeline Therapeutics Holdings plc, |
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| June 15, 2022 |
Calculation of Filing Fee Table (filed herewith) Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) FREELINE THERAPEUTICS HOLDINGS PLC (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title(1) Fee Calculation Rule Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee(3) Equity Ordinary shares, nominal value ?0. |
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| June 15, 2022 |
As filed with the Securities and Exchange Commission on June 15, 2022 As filed with the Securities and Exchange Commission on June 15, 2022 Registration No. |
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| June 15, 2022 |
Exhibit 99.3 FREELINE THERAPEUTICS HOLDINGS PLC 2021 EQUITY INDUCEMENT PLAN (as amended and restated effective May 30, 2022) 1. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract Eligible Persons (as defined below) who are expected to make important contributions to the Company by providing these individuals with equity ownership opportunities. The Plan is not subject to the |
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| June 14, 2022 |
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 June 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfor |
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| June 14, 2022 |
Exhibit 99.1 Freeline Initiates Dosing of Second Cohort in B-LIEVE Dose Confirmation Trial of FLT180a in Hemophilia B Initial cohort one data suggest predictable and sustained Factor IX normalization, supporting additional dosing at the same low dose with the same optimized, prophylactic immune management regimen Cohort one efficacy and safety data to be presented at ISTH Congress in July Start-up |
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| June 3, 2022 |
Freeline Receives Nasdaq Deficiency Notice Regarding Minimum Bid Price Requirement Exhibit 99.1 Freeline Receives Nasdaq Deficiency Notice Regarding Minimum Bid Price Requirement LONDON, June 3, 2022 (GLOBE NEWSWIRE) ? Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the ?Company? or ?Freeline?) today disclosed the receipt of a notice (the ?Notice?) on May 31, 2022 from the Nasdaq Stock Market LLC (?Nasdaq?) that the Company is not currently in compliance with the $1.00 minimu |
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| June 3, 2022 |
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 June 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfor |
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| May 23, 2022 |
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, Hertford |
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| May 23, 2022 |
Exhibit 99.3 Freeline Therapeutics Holdings plc Annual Report and Accounts for the year ended 31 December 2021 Registered number: 12546479 Page Company Information 3 UK Financial Documents 4 Strategic Report 5 Directors? Report 9 Director?s Remuneration Report 14 Independent Auditor?s Report 27 Balance sheet 38 Statement of changes in equity 39 Notes to the financial statements 40 Appendix 1: Form |
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| May 23, 2022 |
Exhibit 99.2 Freeline Therapeutics Holdings plc Attendance Card Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. The Chairman of FREELINE THERAPEUTICS HOLDINGS PLC invites you to attend the Annual General Meeting of the Company to be held at the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 40 Bank Street, Canary Wharf, London, E1 |
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| May 23, 2022 |
Exhibit 99.5 2022 Annual General Meeting The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 A.M. (New York City time) on June 22, 2022 for action to be taken. 2022 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES Freeline Therapeutics Holdings plc (the ?Company?) ADS CUSIP No.: 35655L107 (freely transferable ADSs). 35655L990 (restricted ADSs). ADS |
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| May 23, 2022 |
EX-99.1 Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this notice or as to the action you should take, please take advice from a stockbroker, solicitor, accountant or other independent professional adviser. If you have sold or otherwise transferred all of your shares, please send this document |
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| May 23, 2022 |
EX-99.4 Exhibit 99.4 Time Sensitive Materials Depositary’s Notice of Annual General Meeting of Freeline Therapeutics Holdings plc ADSs: American Depositary Shares (“ADSs”). ADS CUSIP No.: 35655L107 (freely transferable ADSs). 35655L990 (restricted ADSs). ADS Record Date: May 23, 2022. Meeting Specifics: Annual General Meeting to be held on Tuesday, June 28, 2022 at 2:00 P.M. (UK time) at the offic |
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| May 10, 2022 |
Exhibit99.1 Freeline Reports First Quarter 2022 Financial Results and Business Highlights Phase 1/2 clinical programs in Hemophilia B, Gaucher disease and Fabry disease on track to deliver 2022 milestones Recent appointment of new Chief Financial Officer further strengthens leadership team LONDON, May 10, 2022 ? Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the ?Company? or ?Freeline?) today |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfordshire |
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| April 19, 2022 |
EX-99.1 Exhibit 99.1 Freeline Appoints Paul Schneider as Chief Financial Officer Biotech executive with robust experience in financial and corporate strategy and operational excellence will strengthen the company’s leadership team LONDON, Apr. 19, 2022 (GLOBE NEWSWIRE) – Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the “Company” or “Freeline”) today announced that Paul M. Schneider has been |
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| April 19, 2022 |
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 April 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfo |
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| April 7, 2022 |
Freeline Therapeutics Holdings plc American Depositary Shares representing Ordinary Shares Filed Pursuant to Rule 424(b)(5) Registration No. 333-259444 PROSPECTUS SUPPLEMENT (To prospectus dated September 22, 2021) Freeline Therapeutics Holdings plc $10,099,341 American Depositary Shares representing Ordinary Shares We previously entered into an Open Market Sale AgreementSM, or the Sales Agreement, with Jefferies LLC, or Jefferies, acting as sales agent, dated November 17, 2021, relatin |
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| March 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| March 31, 2022 |
Exhibit 12.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Michael J. Parini, certify that: 1. I have reviewed this annual report on Form 20-F of Freeline Therapeutics Holdings plc; 2. Based on my knowledge, this report does not contain any untrue statement o |
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| March 31, 2022 |
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 March 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfo |
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| March 31, 2022 |
Exhibit 99.1 Freeline Reports Full Year 2021 Financial Results and Business Highlights Phase 1/2 programs on track in Hemophilia B and Gaucher disease and accelerated in Fabry disease Extended financial runway and streamlined organization support Company through key data readouts across all three clinical programs Strengthened leadership team with appointment of Chief Medical Officer and recent ad |
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| March 31, 2022 |
Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-242129, 333-242133, and 333-259852 on Form S-8 and Registration Statement No. 333-259444 on Form F-3 of our report dated March 31, 2022, relating to the financial statements of Freeline Therapeutics Holdings plc appearing in this Annual Report on For |
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| March 31, 2022 |
Exhibit 12.2 CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Benjamin Warriner, certify that: 1. I have reviewed this annual report on Form 20-F of Freeline Therapeutics Holdings plc; 2. Based on my knowledge, this report does not contain any untrue statement o |
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| March 31, 2022 |
Certain information contained in this exhibit, identified by [***], has been omitted pursuant to Item 601(b)(2)(ii) or 601(b)(10)(iv) of Regulation S-K, as applicable, because it is both not material and is the type that the registrant treats as private or confidential. |
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| March 31, 2022 |
Exhibit 13.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended December 31, 2021 (the “Report”) for the purpose of complying with Rule 13a-14( |
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| March 25, 2022 |
EX-99.1 Exhibit 99.1 AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Ordinary Shares (represented by ADS, each of which represents one Ordinary Share) of Freeline Therapeutics Holdings plc and |
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| March 25, 2022 |
GB:FRLN / Freeline Therapeutics Holdings plc / Syncona Portfolio Ltd - SC 13D Activist Investment SC 13D 1 d263922dsc13d.htm SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Freeline Therapeutics Holdings plc (Name of Issuer) American Depositary Shares and Ordinary Shares, nominal value £0.00001 per share (Title of Class of Securities) 35655L 107** (CUSIP Number) Andrew Cossar, General Counse |
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| March 24, 2022 |
Exhibit 99.1 Freeline Announces Updated Development Plan and Timelines for FLT190 for People with Fabry Disease Company to progress to second dose cohort in the MARVEL-1 study immediately, with first patient dosing expected in mid-2022 LONDON, March 24, 2022 (GLOBE NEWSWIRE) ? Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the ?Company? or ?Freeline?), today announced an updated clinical devel |
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| March 24, 2022 |
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 March 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfo |
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| March 23, 2022 |
EX-99.1 3 d236521dex991.htm EX-99.1 Exhibit 99.1 Execution Version PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”), dated as of March 18, 2022, is made by and between FREELINE THERAPEUTICS HOLDINGS PLC, a public limited company incorporated under the laws of England and Wales (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). W |
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| March 23, 2022 |
Exhibit 99.2 Execution Version REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of March 18, 2022, by and between FREELINE THERAPEUTICS HOLDINGS PLC, a public limited company incorporated under the laws of England and Wales (the ?Company?), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the ?In |
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| March 23, 2022 |
6-K 1 d236521d6k.htm 6-K 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 March 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Stevenage Bioscience Catalyst Gunnels Wo |
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| March 22, 2022 |
Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-259444 PROSPECTUS SUPPLEMENT (To prospectus dated September 22, 2021) Up to $35,000,000 of American Depositary Shares Representing Ordinary Shares and 954,208 American Depositary Shares Representing Ordinary Shares This prospectus supplement relates to the issuance and sale of up to $35 million of our American Depositary Share |
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| March 21, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Freeline Therapeutics Holdings plc (Name of Issuer) Ordinary Shares, nominal value ?0.0001 per share (Title of Class of Securities) 35655L107** (CUSIP Number) March 10, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate |
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| March 15, 2022 |
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 March 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfo |
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| March 15, 2022 |
EX-99.1 3 d323895dex991.htm EX-99.1 Exhibit 99.1 FREELINE THERAPEUTICS HOLDINGS PLC (a public limited company organized under the laws of England and Wales) 24,857,144 American Depositary Shares Representing an Aggregate of 24,857,144 Ordinary Shares PURCHASE AGREEMENT March 10, 2022 Syncona Portfolio Limited Arnold House St Julian’s Avenue St. Peter Port Guernsey Channel Islands GY1 3RD Guernsey |
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| March 11, 2022 |
24,857,144 American Depositary Shares Representing 24,857,144 Ordinary Shares Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-259444 PROSPECTUS SUPPLEMENT (To prospectus dated September 22, 2021) 24,857,144 American Depositary Shares Representing 24,857,144 Ordinary Shares We are offering 24,857,144 American Depositary Shares, or the ADSs, each ADS representing one ordinary share, in a registered direct offering at a negotiated price of $1.05 per ADS |
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| March 9, 2022 |
EX-99.1 2 frln-ex9916.htm EX-99.1 Exhibit 99.1 Freeline Announces First Patient Dosed in the Phase 1/2 B-LIEVE Dose-Confirmation Trial in Hemophilia B On track to complete dosing of the first cohort and share initial data by the end of the first half of 2022 On track to start pivotal Phase 3 trial in 2023 LONDON, March 9, 2022 – Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the “Company” or “ |
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| March 9, 2022 |
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 March 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfo |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Freeline Therapeutics Holdings plc (Name of Issuer ? as specified in its charter) Ordinary Shares, ?0.0001 per share (Title of Class of Securities) 35655L107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate |
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| February 11, 2022 |
Exhibit 99.1 AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares (represented by ADS, each of which represents one Ordinary Share) of Freeline Therapeutics Holdings plc and further |
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| February 11, 2022 |
GB:FRLN / Freeline Therapeutics Holdings plc / Syncona Portfolio Ltd - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Freeline Therapeutics Holdings plc (Name of Issuer) American Depositary Shares and Ordinary Shares, nominal value ?0.00001 per share (Title of Class of Securities) 35655L 107** (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Freeline Therapeutics Holdings plc (Name of Issuer) Ordinary Shares, nominal value 0.0001 per share (Title of Class of Securities) 35655L107 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| February 8, 2022 |
Exhibit 99.1 Freeline Presents on Its Fabry and Gaucher Disease AAV-Based Gene Therapies at the 18th Annual WORLDSymposiumTM FLT190 well-tolerated with promising early efficacy in Fabry disease including sustained α-Gal A expression up to two years GALILEO-1, a first-in-human, open-label, international, multicenter Phase 1/2 clinical trial evaluating FLT201 in Gaucher disease Type 1 initiated LOND |
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| February 8, 2022 |
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 February 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Her |
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| February 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Freeline Therapeutics Holdings plc (Name of Issuer) Common Stock (Title of Class of Securities) 35655L107 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant t |
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| February 3, 2022 |
EX-99.1 2 frln-ex99114.htm EX-99.1 Exhibit 99.1 Freeline Appoints Henning R. Stennicke, PhD, As Chief Scientific Officer to Lead Research and Discovery Stennicke, an industry veteran, will join Freeline to lead the research and advancement of the Company’s innovative science and platform technology. LONDON, February 3, 2022 (GLOBE NEWSWIRE) - Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the |
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| February 3, 2022 |
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 February 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Her |
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| January 28, 2022 |
Exhibit 99.2 FREELINE THERAPEUTICS HOLDINGS PLC 2020 EQUITY INCENTIVE PLAN (as amended and restated effective January 28, 2022) 1.PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in |
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| January 28, 2022 |
6-K 1 frln-6k20220128.htm 6-K 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 January 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant’s name into English) Stevenage Bioscience Catalyst Gun |
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| January 28, 2022 |
RULES OF THE Freeline Therapeutics SHARE OPTION PLAN Exhibit 99.3 RULES OF THE Freeline Therapeutics SHARE OPTION PLAN Adopted by a resolution of the Board on 26 June 2020 amended by a resolution of the Board on 6 July 2020 amended by a resolution of the Board on August 2, 2020 amended by a resolution of the Board on February 18, 2021 and amended by a resolution of the Board on January 28, 2022 Table of contents 1. Definitions1 2. Grant of Options3 |
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| January 28, 2022 |
Exhibit 99.1 FREELINE THERAPEUTICS HOLDINGS PLC 2021 EQUITY INDUCEMENT PLAN (as amended and restated effective January 28, 2022) 1. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract Eligible Persons (as defined below) who are expected to make important contributions to the Company by providing these individuals with equity ownership opportunities. The Plan is not subject to |
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| January 6, 2022 |
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 January 2022 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hert |
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| January 6, 2022 |
Exhibit 99.1 Freeline Announces FDA Clearance of Investigational New Drug Application for FLT201 for Gaucher Disease Type 1 FLT201 is the first AAV gene therapy program to enter the clinic for Gaucher disease Type 1 FLT201 Phase 1/2 trial for Gaucher disease Type 1 on track for patient dosing in the first half of 2022 LONDON, January 6, 2022 ? Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the |
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| December 14, 2021 |
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 December 2021 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Her |
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| December 14, 2021 |
Exhibit 99.1 Freeline Announces 2022 Corporate Priorities and Guidance Promising execution in the clinic with programs in hemophilia B, Fabry disease and Gaucher disease; potential to deliver transformative therapies driven by Freeline?s differentiated platform Data anticipated across all programs by mid-2022 FLT180a B-LIEVE trial for hemophilia B launched in Q4 2021, one quarter ahead of latest g |
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| December 13, 2021 |
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 December 2021 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Her |
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| December 13, 2021 |
EX-99.1 2 d253738dex991.htm EX-99.1 Exhibit 99.1 Freeline Presents Long-Term Follow-Up Data from Phase 1/2 B-AMAZE Trial in Hemophilia B at the 2021 ASH Annual Meeting and Announces Early Initiation of Phase 1/2 B-LIEVE Dose-Confirmation Trial B-AMAZE long-term follow up data demonstrate sustained FIX expression up to 3.5 years; potential for expression levels in the normal range with relatively l |
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| November 17, 2021 |
Up to $75,000,000 American Depositary Shares representing Ordinary Shares Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-259444 PROSPECTUS SUPPLEMENT (To prospectus dated September 22, 2021) Up to $75,000,000 American Depositary Shares representing Ordinary Shares We have entered into an Open Market Sale AgreementSM, or the Sales Agreement, with Jefferies LLC, or Jefferies, dated November 17, 2021, relating to the sale of American Depositary Sha |
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| November 17, 2021 |
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 November 2021 Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Translation of registrant?s name into English) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Her |
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| November 17, 2021 |
EX-1.1 2 d256878dex11.htm EX-1.1 Exhibit 1.1 Execution Version OPEN MARKET SALE AGREEMENTSM November 17, 2021 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Freeline Therapeutics Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfords |
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| November 9, 2021 |
EX-99.1 2 frln-ex991470.htm EX-99.1 Exhibit 99.1 Freeline Reports New Data from Fabry Disease Program, Pipeline and Company Updates, Including Appointment of Pamela Foulds, MD as Chief Medical Officer, and Third Quarter 2021 Financial Results Lowest dose cohort of MARVEL-1 trial of FLT190 for Fabry disease demonstrates durable α-Gal A expression over two years in the first patient and promising ef |
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| November 2, 2021 |
GB:FRLN / Freeline Therapeutics Holdings plc / Novo Holdings A/S - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Freeline Therapeutics Holdings plc (Name of Issuer) Ordinary Shares, nominal value ?0.0001 per share American Depositary Shares, each representing one Ordinary Share (Title of class of securities) 35655L 107** (CUSIP number) November 1, 2021 (Date of eve |
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| September 28, 2021 |
Freeline Therapeutics Holdings plc 2021 Equity Inducement Plan (filed herewith) Exhibit 99.1 FREELINE THERAPEUTICS HOLDINGS PLC 2021 EQUITY INDUCEMENT PLAN 1. PURPOSE The Plan?s purpose is to enhance the Company?s ability to attract Eligible Persons (as defined below) who are expected to make important contributions to the Company by providing these individuals with equity ownership opportunities. The Plan is not subject to the approval of the Company?s shareholders and may o |
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| September 28, 2021 |
As filed with the Securities and Exchange Commission on September 28, 2021 As filed with the Securities and Exchange Commission on September 28, 2021 Registration No. |
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| September 20, 2021 |
Freeline Therapeutics Holdings plc Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfordshire SG1 2FX United Kingdom VIA EDGAR TRANSMISSION September 20, 2021 U. |
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| September 10, 2021 |
As filed with the Securities and Exchange Commission on September 10, 2021. F-3 1 d220766df3.htm F-3 Table of Contents As filed with the Securities and Exchange Commission on September 10, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Freeline Therapeutics Holdings plc (Exact name of Registrant as specified in its charter) England and Wales Not Applicable |
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| August 16, 2021 |
Exhibit 99.1 Freeline Appoints Michael J. Parini as Chief Executive Officer and Reports Second Quarter 2021 Financial Results On track for three programs in the clinic by year end; trial site initiation for FLT180a for Hemophilia B and FLT201 for Gaucher disease Type 1 expected by year end; program for FLT190 for Fabry disease progressing Completed first dose cohort for FLT190 Phase 1/2 dose-findi |
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| August 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfordshi |
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| August 13, 2021 |
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 August 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, |
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| August 13, 2021 |
EX-99.1 2 dp156212ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Freeline Provides Executive Leadership Team Update; Company to Provide Corporate Update and Second Quarter 2021 Financial Results on Monday, August 16th Guidance across all programs remains unchanged for expected data and clinical development milestones in 2021 LONDON, August 13, 2021 – Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the “C |
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| August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Freeline Therapeutics Holdings plc (Name of Issuer) Common Stock (Title of Class of Securities) 35655L107 (CUSIP Number) July 30, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh |
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| June 30, 2021 |
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 June 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, He |
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| June 30, 2021 |
Exhibit 99.1 Freeline Announces Executive Leadership Changes Appointment of Chief Technical Operations Officer James Bircher continues evolution of leadership team to execute across near- and long-term priorities Amit Nathwani, MD, PhD to return to Chief Scientific Officer role on an interim basis to replace departing Chief Scientific Officer Romuald Corbau LONDON, June 30, 2021 – Freeline Therape |
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| June 29, 2021 |
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 June 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, He |
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| June 16, 2021 |
Exhibit 99.1 Freeline Doses Second Patient of Phase 1/2 MARVEL-1 Clinical Trial for Fabry Disease Lowest dose cohort complete and study positioned for dose escalation Company to present FLT190 data by year-end LONDON, June 16, 2021 ? Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the ?Company? or ?Freeline?), a clinical-stage biotechnology company developing transformative AAV-mediated gene th |
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| June 16, 2021 |
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 June 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, He |
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| June 2, 2021 |
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 June 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, He |
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| June 2, 2021 |
EX-99.1 2 d189800dex991.htm EX-99.1 Table of Contents Exhibit 99.1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this notice or as to the action you should take, please take advice from a stockbroker, solicitor, accountant or other independent professional adviser. If you have sold or otherwise transferred |
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| June 2, 2021 |
Exhibit 99.2 Freeline Therapeutics Holdings Attendance Card plc Please bring this card with you to the Meeting and present it at Shareholder registration/accreditation. Additional Holders: ADDITIONAL HOLDER 1 ADDITIONAL HOLDER 2 ADDITIONAL HOLDER 3 ADDITIONAL HOLDER 4 MR A SAMPLE The Chairman of FREELINE THERAPEUTICS HOLDINGS PLC invites < DESIGNATION> you to attend the Annual General Meeting of t |
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| June 2, 2021 |
EX-99.4 5 d189800dex994.htm EX-99.4 Exhibit 99.4 Time Sensitive Materials Depositary’s Notice of Annual General Meeting of Freeline Therapeutics Holdings plc ADSs: American Depositary Shares. ADS CUSIP No.: 35655L107 (freely transferable ADSs). 35655L990 (restricted ADSs). ADS Record Date: May 25, 2021. Meeting Specifics: Annual General Meeting to be held on Monday, June 28, 2021 (the “Meeting”). |
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| June 2, 2021 |
EX-99.5 6 d189800dex995.htm EX-99.5 Exhibit 99.5 DRAFT DATED 5/18/21 FOR DISCUSSION PURPOSES ONLY 2021 Annual General Meeting The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 A.M. (New York City time) on June 22, 2021 for action to be taken. 2021 VOTING INSTRUCTIONS AMERICAN DEPOSITARY SHARES Freeline Therapeutics Holdings plc (the “Company”) A |
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| June 2, 2021 |
EX-99.3 4 d189800dex993.htm EX-99.3 Table of Contents Exhibit 99.3 Freeline Therapeutics Holdings plc Annual report and Accounts for the period ended 31 December 2020 Registered number: 12546479 Table of Contents Page Company Information 3 UK Financial Documents 4 Strategic Report 5 Directors’ Report 8 Director’s Remuneration Report 13 Independent Auditor’s Report 36 Balance sheet 45 Statement of |
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| May 17, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfordshire |
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| May 17, 2021 |
frln-ex9911005.htm Exhibit 99.1 Freeline Reports First Quarter 2021 Financial Results and Recent Business Highlights FLT190 Phase 1/2 dose-finding study in Fabry disease on track to dose additional patients; Company to present data by year-end FLT201 Phase 1/2 dose-finding study in Gaucher disease Type 1 expected to be in the clinic by year-end FLT180a Phase 1/2 dose-confirmation study in Hemophil |
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| March 31, 2021 |
Description of Ordinary Shares EX-2.3 4 frln-ex233093.htm EX-2.3 Exhibit 2.3 Description of rights of ordinary shares registered under Section 12 of the Securities Exchange Act of 1934 (the “Exchange Act”) This exhibit contains a description of the rights of the holders of ordinary shares. Ordinary shares underlying the ADSs are held by Citibank, N.A., as depositary. This description also summarizes relevant provisions of Engli |
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| March 31, 2021 |
Exhibit 2.1 Execution Copy DEPOSIT AGREEMENT by and among FREELINE THERAPEUTICS HOLDINGS PLC and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of August 11, 2020 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 ?ADS Record Date? 1 Section 1.2 ?Affiliate? 1 Section 1.3 ?American Depositary Receipt(s)?, ?ADR(s)? and |
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| March 31, 2021 |
EX-99.1 2 dp148814ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Freeline Reports Full Year 2020 Financial Results and Business Highlights Plans to have three AAV gene therapy programs in the clinic by year-end 2021 Data from FLT180a Phase 1/2 trial for Hemophilia B demonstrated potential for durable normalization of Factor IX activity Strong 2020 year-end cash position of $230 million funds key upcoming cl |
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| March 31, 2021 |
Exhibit 12.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Theresa Heggie, certify that: 1. I have reviewed this annual report on Form 20-F of Freeline Therapeutics Holdings plc; 2. Based on my knowledge, this report does not contain any untrue statement of a |
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| March 31, 2021 |
Exhibit 12.2 CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Brian Silver, certify that: 1. I have reviewed this annual report on Form 20-F of Freeline Therapeutics Holdings plc; 2. Based on my knowledge, this report does not contain any untrue statement of a m |
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| March 31, 2021 |
Exhibit 13.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 The certification set forth below is being submitted in connection with the Annual Report on Form 20-F for the year ended December 31, 2020 (the “Report”) for the purpose of complying with Rule 13a-14( |
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| March 31, 2021 |
Exhibit 4.18 REGISTRATION RIGHTS AGREEMENT dated as of August 11, 2020 among FREELINE THERAPEUTICS HOLDINGS PLC And THE SHAREHOLDERS NAMED HEREIN TABLE OF CONTENTS Page Section 1. Defined Terms; Rules of Construction 1 1.1 Defined Terms 1 1.2 Rules of Construction 8 Section 2. Demand Registration 8 Section 3. Registrations on Form S-3 or F-3 10 Section 4. Piggyback Registration 12 Section 5. [RESE |
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| March 31, 2021 |
Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement 333-242129 on Form S-8 of our report dated March 31, 2021, relating to the financial statements of Freeline Therapeutics Holdings plc appearing in this Annual Report on Form 20-F for the year ended December 31, 2020. /s/ Deloitte LLP Reading, United Kingdom M |
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| March 31, 2021 |
Articles of Association of Freeline Therapeutics Holdings plc Exhibit 1.1 COMPANY NUMBER: 12546479 COMPANIES ACT 2006 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of FREELINE THERAPEUTICS HOLDINGS PLC (adopted by a special resolution passed on 31 July 2020) CONTENTS Clause Page PRELIMINARY 1 SHARE CAPITAL AND LIMITED LIABILITY 5 AUTHORITY TO ALLOT SHARES AND DISAPPLICATION OF PRE-EMPTION RIGHTS 8 VARIATION OF RIGHTS 9 SHARES IN UNCERTIFICATED F |
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| March 31, 2021 |
Current Report of Foreign Issuer - FORM 6-K 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 March 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, H |
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| March 31, 2021 |
20-F 1 frln-20f20201231.htm 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION |
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| March 31, 2021 |
Description of the American Depositary Shares Exhibit 2.4 Description of rights of American Depositary Shares registered under Section 12 of the Securities Exchange Act of 1934 (the ?Exchange Act?) This exhibit contains a description of the rights of the holders of American Depositary Shares (?ADSs?). Ordinary shares underlying the ADSs are held by Citibank, N.A., as depositary, and holders of ADSs will not be treated as holders of the ordina |
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| March 11, 2021 |
Current Report of Foreign Issuer - FORM 6-K 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 March 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, H |
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| March 11, 2021 |
EX-99.1 2 dp147645ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Freeline Appoints Colin Love, PhD to Board of Directors Experienced biopharmaceutical executive with established record of successfully developing, manufacturing and launching impactful therapies LONDON, March 11, 2021 – Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the “Company” or “Freeline”), a clinical-stage biotechnology company deve |
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| February 16, 2021 |
Current Report of Foreign Issuer - FORM 6-K 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 February 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage |
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| February 16, 2021 |
Exhibit 99.1 Freeline Announces Expansion of Executive Leadership Michael J. Parini joins from Vertex as President and Chief Operating Officer complementing recent General Counsel and Investor Relations appointments Chief Financial Officer Brian M. Silver leaving Freeline to pursue a new opportunity London, February 16, 2021 ? Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the ?Company? or ?Fr |
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| February 12, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Freeline Therapeutics Holdings plc (Name of Issuer) American Depositary Shares and Ordinary Shares, nominal value £0.0001 per share (Title of Class of Securities) 35655L 107** (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of |
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| February 12, 2021 |
SC 13G 1 freelinesc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Freeline Therapeutics Holdings plc (Name of Issuer) Ordinary shares, £0.0001 per share (Title of Class of Securities) 35655L107 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Chec |
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| February 12, 2021 |
EX-99.1 Exhibit 99.1 AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares (represented by ADS, each of which represents one Ordinary Share) of Freeline Therapeutics Holdings plc and |
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| February 8, 2021 |
Exhibit 99.1 Freeline Therapeutics Updates Clinical Development Plan for its FLT180a Hemophilia B Program Targeting initiation of dose confirmation trial by end of 2021 with data readout by end of 2022 Initiation of Phase 3 pivotal trial targeted by mid-2023, with data readout and BLA filing targeted by end of 2024 London, UK, February 8, 2021 – Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (t |
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| February 8, 2021 |
Current Report of Foreign Issuer - FORM 6-K 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 February 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage |
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| February 8, 2021 |
Current Report of Foreign Issuer - FORM 6-K 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 February 2021 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage |
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| February 8, 2021 |
Exhbiit 99.1 Freeline Presents Data on its Gaucher Disease and Fabry Disease AAV-Based Gene Therapies at the 17th Annual WORLDSymposium™ Data demonstrate potential of FLT201 to deliver sustained levels of β-glucocerebrosidase (GCase) variant 85, a proprietary engineered GCase that penetrates target tissues in Gaucher disease First-in-human dose finding studies of FLT201 on-track for initiation in |
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| January 11, 2021 |
SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Freeline Therapeutics Holdings plc (Name of Issuer) Common Stock (Title of Class of Securities) 35655L107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| December 14, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 December 2020 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage |
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| December 14, 2020 |
EX-99.1 2 dp142802ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Freeline Reports Updated Data from Phase 1/2 B-AMAZE Trial in Hemophilia B Updated dose-ranging data demonstrate potential for full normalization of FIX activity Long-term follow up data show durable FIX activity out to almost 3 years Completed End of Phase 2 Meeting with the U.S. FDA with expected initiation of pivotal Phase 2b/3 trial planne |
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| November 2, 2020 |
Freeline appoints Mark Baldry as Chief Commercial Officer EX-99.1 2 dp139888ex9901.htm EXHIBIT 99.1 Exhibit 99.1 Freeline appoints Mark Baldry as Chief Commercial Officer London, 2 November 2020 – Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the “Company” or “Freeline”), a clinical-stage, fully integrated, next generation, systemic AAV-based gene therapy company with the ambition of transforming the lives of patients suffering from inherited system |
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| November 2, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 November 2020 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact name of registrant as specified in its charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage |
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| October 29, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2020 (Commission File No. 001-39431) Freeline Therapeutics Holdings plc (Exact Name of Registrant as Specified in Its Charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfordsh |
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| October 29, 2020 |
EXHIBIT 99.1 FREELINE THERAPEUTICS HOLDINGS PLC Unaudited Condensed Consolidated Balance Sheets (in thousands, except share and per share amounts) (expressed in U.S. Dollars, unless otherwise stated) June 30, December 31, 2020 2019 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 106,610 $ 73,702 Prepaid expenses and other current assets 23,271 15,344 Total current assets 129,881 89,046 Property |
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| October 29, 2020 |
Exhibit 99.3 Freeline Reports Half Year 2020 Financial Results and Recent Business Highlights Will report updated durability data from Phase 1/2 B-AMAZE trial in Haemophilia B in Q4 Third wholly-owned programme expected to be in the clinic in 2021 Strong cash position with over $250 million at 30 September LONDON, 29 October 2020 – Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the “Company” o |
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| October 29, 2020 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EXHIBIT 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business and our expectations with respect to liquidity and capital resources, includes forward-looking statements. Those forward-looking statements are subject to n |
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| September 28, 2020 |
Freeline announces promotion of Romuald Corbau, Ph.D. to Chief Scientific Officer Exhibit 99.1 Freeline announces promotion of Romuald Corbau, Ph.D. to Chief Scientific Officer London, 28 September 2020 – Freeline Therapeutics Holdings plc (Nasdaq: FRLN) (the “Company” or “Freeline”), a clinical-stage, fully integrated, next generation, systemic, AAV-based gene therapy company with the ambition of transforming the lives of patients suffering from inherited systemic debilitating |
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| September 28, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 September, 2020. Commission File Number: 001-39431 Freeline Therapeutics Holdings plc (Exact name of registrant as specified in its charter) Stevenage Bioscience Catalyst Gunnels Wood Road Stev |
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| August 14, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Freeline Therapeutics Holdings plc (Name of Issuer) Ordinary Shares, nominal value ?0.0001 per share American Depositary Shares, each representing one Ordinary Share (Title of class of securities) 35655L 107** (CUSIP number) August 11, 2020 (Date of event |
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| August 10, 2020 |
424B4 1 d857852d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-239938 PROSPECTUS DATED AUGUST 6, 2020 8,823,529 American Depositary Shares Freeline Therapeutics Holdings plc (incorporated in England and Wales) Representing 8,823,529 Ordinary Shares We are offering 8,823,529 American Depositary Shares, or ADSs. Each ADS represents one ordinary share. The ADS |
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| August 7, 2020 |
Freeline Therapeutics Holdings plc 2020 Omnibus Incentive Plan (filed herewith) Exhibit 99.1 FREELINE THERAPEUTICS HOLDINGS PLC 2020 EQUITY INCENTIVE PLAN 1. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Section 11. 2. ELIGIBILITY |
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| August 7, 2020 |
As filed with the Securities and Exchange Commission on August 7, 2020 Registration No. |
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| August 7, 2020 |
Freeline Therapeutics Holdings plc Employee Share Purchase Plan Exhibit 99.2 Freeline Therapeutics Holdings plc 2020 EMPLOYEE SHARE PURCHASE PLAN The purpose of the Freeline Therapeutics Holdings plc 2020 Employee Share Purchase Plan (the “Plan”) is to provide eligible employees of Freeline Therapeutics Holdings plc (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase Ordinary Shares or the number of American |
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| August 7, 2020 |
As filed with the Securities and Exchange Commission on August 7, 2020 Registration No. |
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| August 7, 2020 |
FWP Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated August 6, 2020 Relating to Preliminary Prospectus dated August 3, 2020 Registration No. |
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| August 6, 2020 |
F-1MEF As filed with the Securities and Exchange Commission on August 6, 2020 Registration No. |
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| August 5, 2020 |
Exhibit (a) DEPOSIT AGREEMENT by and among FREELINE THERAPEUTICS HOLDINGS PLC and CITIBANK, N. |
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| August 5, 2020 |
As filed with the Securities and Exchange Commission on August 5, 2020 Registration No. |
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| August 5, 2020 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Freeline Therapeutics Holdings plc (Exact name of registrant as specified in its charter) England and Wales (State of incorporation or organization) Not Applicable (I.R.S. Employer Identif |
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| August 4, 2020 |
August 4, 2020 United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences Mail Stop 4561 100 F Street, N. |
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| August 4, 2020 |
CORRESP Freeline Therapeutics Holdings plc Stevenage Bioscience Catalyst Gunnels Wood Road Stevenage, Hertfordshire SG1 2FX United Kingdom VIA EDGAR TRANSMISSION August 4, 2020 U. |
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| August 3, 2020 |
EX-3.1 Exhibit 3.1 COMPANY NUMBER: 12546479 COMPANIES ACT 2006 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of FREELINE THERAPEUTICS HOLDINGS PLC (adopted by a special resolution passed on 31 July 2020) CONTENTS Clause Page PRELIMINARY 1 SHARE CAPITAL AND LIMITED LIABILITY 5 AUTHORITY TO ALLOT SHARES AND DISAPPLICATION OF PRE-EMPTION RIGHTS 8 VARIATION OF RIGHTS 9 SHARES IN UNCERTIFI |
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| August 3, 2020 |
EX-10.15 6 d857852dex1015.htm EX-10.15 Exhibit 10.15 RULES OF THE FREELINE THERAPEUTICS SHARE OPTION PLAN Adopted by a resolution of the Board on 26 June 2020 amended by a resolution of the Board on 6 July 2020 and amended by a resolution of the Board on Registered with HM Revenue and Customs on , with reference number CMS Cameron McKenna Nabarro Olswang LLP Cannon Place 78 Cannon Street London EC |
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| August 3, 2020 |
Form of Underwriting Agreement. EX-1.1 Exhibit 1.1 FREELINE THERAPEUTICS HOLDINGS PLC [•] American Depositary Shares, representing [•] Ordinary Shares Underwriting Agreement [•], 2020 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Evercore Group L.L.C. As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Morgan Stanley & Co. |
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| August 3, 2020 |
CORRESP New York Northern California Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Marcel R. |
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| August 3, 2020 |
Form of Freeline Therapeutics Holdings plc 2020 Omnibus Incentive Plan.+ Exhibit 10.16 FREELINE THERAPEUTICS HOLDINGS PLC 2020 EQUITY INCENTIVE PLAN 1. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Section 11. 2. ELIGIBILITY |
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| August 3, 2020 |
Form of American Depositary Receipt (included in Exhibit 4.1). EX-4.1 Exhibit 4.1 FORM OF DEPOSIT AGREEMENT by and among FREELINE THERAPEUTICS HOLDINGS PLC and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [●], 2020 TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 2 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Recei |
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| August 3, 2020 |
Form of Registration Rights Agreement between the registrant and the shareholders listed therein. Exhibit 10.18 REGISTRATION RIGHTS AGREEMENT dated as of , 2020 among FREELINE THERAPEUTICS HOLDINGS PLC And THE SHAREHOLDERS NAMED HEREIN TABLE OF CONTENTS Page Section 1. Defined Terms; Rules of Construction 1 1.1 Defined Terms 1 1.2 Rules of Construction 8 Section 2. Demand Registration 8 Section 3. Registrations on Form S-3 or F-3 10 Section 4. Piggyback Registration 11 Section 5. Reserved |
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| August 3, 2020 |
Form of Freeline Therapeutics Holdings plc Employee Share Purchase Plan.+ EX-10.19 Exhibit 10.19 Freeline Therapeutics Holdings plc 2020 EMPLOYEE SHARE PURCHASE PLAN The purpose of the Freeline Therapeutics Holdings plc 2020 Employee Share Purchase Plan (the “Plan”) is to provide eligible employees of Freeline Therapeutics Holdings plc (the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase Ordinary Shares or the number o |
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| August 3, 2020 |
F-1/A Table of Contents As filed with the Securities and Exchange Commission on August 3, 2020. |
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| July 27, 2020 |
Exhibit (a) DEPOSIT AGREEMENT by and among FREELINE THERAPEUTICS HOLDINGS PLC and CITIBANK, N. |
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| July 27, 2020 |
As filed with the Securities and Exchange Commission on July 27, 2020 Registration No. |
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| July 27, 2020 |
EX-99.(D) 3 e619803ex99-d.htm Exhibit (d) July 27, 2020 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: We refer to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) by the legal entity to be created by the Deposit Agreement (as hereinafter defined) for the pu |
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| July 17, 2020 |
EX-10.7 Certain confidential information contained in this document, marked by [**], has been omitted because the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. Exhibit 10.7 Biopharma Services Agreement [**] MCB & WCB manufacturing & release Date: Sunday, June 05, 2016 1 Certain confidential information contained in this document, |
