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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 Sigilon Therapeutics Inc
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| February 14, 2024 |
SGTX / Sigilon Therapeutics Inc / Flagship Ventures Fund V, L.P. - SC 13G/A Passive Investment SC 13G/A 1 d783133dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Sigilon Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 82657L 10 7 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement |
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| August 21, 2023 |
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 001-39746 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified |
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| August 14, 2023 |
Lilly Completes Acquisition of Sigilon Therapeutics EX-2.3 2 d401100dex23.htm EX-2.3 Exhibit 2.3 Aug. 14, 2023 For Release: Immediately Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Lilly Completes Acquisition of Sigilon Therapeutics INDIANAPOLIS, Aug. 14, 2023 — Eli Lilly and Company (NYSE: LLY) today announced the successful completion of its acquisition of Sigil |
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| August 14, 2023 |
US82657L2060 / SIGILON THERAPEUTICS INC / ELI LILLY & Co - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1)* Under the Securities Exchange Act of 1934 Sigilon Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 82657L206 (CUSIP Number) Anat Hakim Executive Vice President, General Counsel and Secretary Eli Lilly and Company Lilly Corporate |
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| August 11, 2023 |
As filed with the Securities and Exchange Commission on August 11, 2023 As filed with the Securities and Exchange Commission on August 11, 2023 Registration No. |
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| August 11, 2023 |
As filed with the Securities and Exchange Commission on August 11, 2023 S-8 POS As filed with the Securities and Exchange Commission on August 11, 2023 Registration No. |
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| August 11, 2023 |
As filed with the Securities and Exchange Commission on August 11, 2023 As filed with the Securities and Exchange Commission on August 11, 2023 Registration No. |
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| August 11, 2023 |
Amended and Restated Certificate of Incorporation of Sigilon Therapeutics, Inc. EX-3.1 Exhibit 3.1 Amended and Restated Certificate of Incorporation of Sigilon Therapeutics, Inc. 1. The name of the corporation formed hereby is Sigilon Therapeutics, Inc. (the “Corporation”). 2. The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, and the name of the Corporation’s registered agent at su |
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| August 11, 2023 |
As filed with the Securities and Exchange Commission on August 11, 2023 As filed with the Securities and Exchange Commission on August 11, 2023 Registration No. |
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| August 11, 2023 |
As filed with the Securities and Exchange Commission on August 11, 2023 As filed with the Securities and Exchange Commission on August 11, 2023 Registration No. |
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| August 11, 2023 |
AMENDED AND RESTATED BYLAWS SIGILON THERAPEUTICS, INC. (a Delaware corporation) ARTICLE I Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF SIGILON THERAPEUTICS, INC. (a Delaware corporation) ARTICLE I STOCKHOLDERS Section 1. Annual Meetings. The annual meeting of the stockholders of Sigilon Therapeutics, Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, w |
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| August 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) Of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): August 11, 2023 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39746 47-4005543 (State or Other Jurisdiction of Incorporation) (Commiss |
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| August 10, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) SIGILON THERAPEUTICS, INC. (Name of Subject Company (issuer)) SHENANDOAH ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Fil |
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| August 10, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SIGILON THERAPEUTICS, INC. (Name of Subject Company) SIGILON THERAPEUTICS, INC. (Name of Person Filing Statement) Common stock, par value $0.001 per share (Title of Class of Securities) |
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| August 7, 2023 |
Sigilon Therapeutics, Inc. 2016 Equity Incentive Plan, as amended on May 23, 2023 Exhibit 10.1 As amended as of September 12, 2019 As amended as of May 23, 2023 SIGILON THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN 1.DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2.PURPOSE The Plan has been established to advance the interests of the Company by providing for the gra |
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| August 7, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Sigilon Therapeutics, Inc. (Exact n |
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| August 7, 2023 |
Sigilon Therapeutics, Inc. 2020 Equity Incentive Plan, as amended on May 23, 2023 Exhibit 10.2 As amended as of May 23, 2023 sigilon therapeutics, INC. 2020 Equity INCENTIVE PLAN DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock- |
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| August 7, 2023 |
Sigilon Therapeutics, Inc. Non-Employee Director Compensation Policy, as amended on May 23, 2023 Exhibit 10.4 As amended as of May 23, 2023 Sigilon Therapeutics, Inc. Non-Employee Director Compensation Policy Effective as of the initial public offering (the “IPO”) of the common stock of Sigilon Therapeutics, Inc. (the “Company”), each individual who provides services to the Company as a director, other than a director who is employed by the Company or a subsidiary (a “Non-Employee Director”), |
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| August 7, 2023 |
Sigilon Therapeutics, Inc. 2020 Employee Stock Purchase Plan, as amended on May 23, 2023 Exhibit 10.3 As amended as of May 23, 2023 Sigilon Therapeutics, Inc. 2020 Employee Stock Purchase Plan Defined Terms Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. Purpose of Plan The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock in offerings un |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 2) SIGILON THERAPEUTICS, INC. (Name of Subject Company) SIGILON THERAPEUTICS, INC. (Name of Persons Filing Statement) Common stock, par value $0.001 per share (Title of Class of Securities) 82657L20 |
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| August 1, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) SIGILON THERAPEUTICS, INC. (Name of Subject Company (issuer)) SHENANDOAH ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Fil |
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| July 18, 2023 |
SC TO-T/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) SIGILON THERAPEUTICS, INC. (Name of Subject Company (issuer)) SHENANDOAH ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Fil |
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| July 18, 2023 |
SC 14D9/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 (Amendment No. 1) SIGILON THERAPEUTICS, INC. (Name of Subject Company) SIGILON THERAPEUTICS, INC. (Name of Persons Filing Statement) Common stock, par value $0.001 per share (Title of Class of Securities |
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| July 13, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 SIGILON THERAPEUTICS, INC. (Name of Subject Company) SIGILON THERAPEUTICS, INC. (Name of Persons Filing Statement) Common stock, par value $0.001 per share (Title of Class of Securities) 82657L10 |
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| July 13, 2023 |
EX-99.(e)(21) Exhibit (e)(21) INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of , 2020 between Sigilon Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or in other capacities unless they are provided |
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| July 13, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Schedule TO SIGILON THERAPEUTICS, INC. |
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| July 13, 2023 |
Offer to Purchase, dated July 13, 2023. EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase All Outstanding Shares of Common Stock of SIGILON THERAPEUTICS, INC. at $14.92 per share, net in cash, without interest and less any applicable tax withholding, plus, one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive contingent payments in an aggregate amount of up to $1 |
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| July 13, 2023 |
Form of Letter of Transmittal (including Internal Revenue Service Form W-9). EX-99.(a)(1)(B) Exhibit (a)(1)(B) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of SIGILON THERAPEUTICS, INC. at $14.92 per share, net in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive contingent payments of up to an aggregate of $111.64 per CVR, net to the st |
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| July 13, 2023 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. EX-99.(a)(1)(C) Exhibit (a)(1)(C) Offer to Purchase All Outstanding Shares of Common Stock of SIGILON THERAPEUTICS, INC. at $14.92 per share, net in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive contingent payments of up to $111.64 per CVR, net to the stockholder in c |
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| July 13, 2023 |
EX-99.(e)(9) Exhibit (e)(9) May 1, 2019 Matthew Kowalsky [email protected] Re: Employment by Sigilon, Inc. Dear Matthew: Sigilon, Inc. (the “Company”) is pleased to confirm its offer to employ you as SVP, General Counsel reporting to Rogerio Vivaldi, CEO. It is understood that you will be employed by the Company in such capacity or such other capacity as may be mutually agreed upon by the Com |
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| July 13, 2023 |
EX-99.(d)(6) Exhibit (d)(6) MUTUAL CONFIDENTIALITY AGREEMENT THIS MUTUAL CONFIDENTIALITY AGREEMENT (the “Agreement”) is made on the date of acceptance (the “Effective Date”), between Eli Lilly and Company, having its principal place of business at Lilly Corporate Center, Indianapolis, Indiana 46285, U.S.A. (“Lilly”); and Sigilon Therapeutics, Inc., having its principal place of business at 100 Bin |
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| July 13, 2023 |
SC TO-T UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SIGILON THERAPEUTICS, INC. (Name of Subject Company (issuer)) SHENANDOAH ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identif |
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| July 13, 2023 |
EX-99.(a)(1)(D) Exhibit (a)(1)(D) Offer to Purchase All Outstanding Shares of Common Stock of SIGILON THERAPEUTICS, INC. at $14.92 per share, net in cash, without interest and less any applicable tax withholding, plus one non-tradable contingent value right (“CVR”) per share, which represents the contractual right to receive contingent payments of up to an aggregate of $111.64 per CVR, net to the |
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| July 13, 2023 |
Summary Advertisement, as published in The Wall Street Journal on July 13, 2023. EX-99.(a)(1)(E) Exhibit (a)(1)(E) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below). The Offer (as defined below) is being made only by the Offer to Purchase, dated July 13, 2023 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”), as each may be amended or supplemented from time to time, and |
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| July 7, 2023 |
SGTX / Sigilon Therapeutics Inc / ELI LILLY & Co - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Sigilon Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 82657L107 (CUSIP Number) Anat Hakim Executive Vice President, General Counsel and Secretary Eli Lilly and Company Lilly Corporate Center Indianapolis, |
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| July 7, 2023 |
EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement is being jointly filed, and all amendments thereto will be jointly filed, by Eli Lilly and Company, as the main and designated filer, on behalf of each of the persons and entities named below that is name |
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| July 7, 2023 |
EX-2.2 Exhibit 2.2 TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of June 28, 2023, is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Shenandoah Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Purchaser”), and one or more stockholders of Sigilon Therapeutics, Inc., a D |
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| June 29, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER among ELI LILLY AND COMPANY, SHENANDOAH ACQUISITION CORPORATION and SIGILON THERAPEUTICS, INC. Dated as of June 28, 2023 THIS DOCUMENT IS NOT INTENDED TO CREATE, NOR WILL IT BE DEEMED TO CREATE, A LEGALLY BINDING OR ENFORCEABLE OFFER OR AGREEMENT OF ANY TYPE OR NATURE, UNLESS AND UNTIL AGREED AND EXECUTED BY THE PARTIES HERETO. THIS DOCUMENT REMAINS SUBJECT |
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| June 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) Of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 28, 2023 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39746 47-4005543 (State or Other Jurisdiction of Incorporation) (Commissio |
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| June 29, 2023 |
Lilly to Acquire Sigilon Therapeutics Exhibit 99.1 June 29, 2023 For Release: June 29, 2023 @ 6:45 a.m. ET Refer to: Jordan Bishop; [email protected]; 317-473-5712 (Media) Joe Fletcher; [email protected]; 317-296-2884 (Investors) Amy Bonanno; [email protected]; 914-450-0349 (Sigilon Media) Lilly to Acquire Sigilon Therapeutics INDIANAPOLIS and CAMBRIDGE, Mass., June 29, 2023 – Eli Lilly and Company (NYSE: LLY) and Sig |
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| June 29, 2023 |
Lilly to Acquire Sigilon Therapeutics Exhibit 99.1 June 29, 2023 For Release: Immediately Refer to: Carrie Munk; [email protected]; 317-416-2393 Joe Fletcher; [email protected]; 317-296-2884 (Investors) Amy Bonanno; [email protected]; 914-450-0349 (Sigilon Media) Lilly to Acquire Sigilon Therapeutics INDIANAPOLIS and CAMBRIDGE, Mass., June 29, 2023 – Eli Lilly and Company (NYSE: LLY) and Sigilon Therapeutics, Inc. (Nasda |
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| June 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 SIGILON THERAPEUTICS, INC. (Name of Subject Company (issuer)) SHENANDOAH ACQUISITION CORPORATION (Offeror) a wholly-owned subsidiary of ELI LILLY AND COMPANY (Parent of Offeror) (Names of Filing Persons (identifying sta |
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| June 29, 2023 |
Exhibit 10.1 FORM OF CONTINGENT VALUE RIGHTS AGREEMENT This CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2023 (this “Agreement”), is entered into by and among Eli Lilly and Company, an Indiana corporation (“Parent”), Shenandoah Acquisition Corporation, a Delaware corporation and wholly owned Subsidiary of Parent (“Purchaser”), and [●], a [●], as Rights Agent (as defined herein). Capitalized |
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| May 22, 2023 |
Amendment to Fifth Amended and Restated Certificate of Incorporation Exhibit 3.1 Charter Amendment Certificate of amendment to the FIFTH AMENDED AND restated certificate of incorporation of Sigilon Therapeutics, inc. Sigilon Therapeutics, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY: FIRST: The name of the Corporation is: Sigilon Therapeutics, Inc. SECOND: The Cor |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (IRS Employer of |
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| May 9, 2023 |
Exhibit 99.1 SIGILON THERAPEUTICS REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS AND BUSINESS HIGHLIGHTS SIG-002, Sigilon’s lead program for the treatment of diabetes, transitioning to IND-enabling and NHP studies in the second half of 2023 Pipeline prioritization extends anticipated cash runway into 2025 Cambridge, MA—May 9, 2023—Sigilon Therapeutics, Inc. (NASDAQ: SGTX), a biotechnology company th |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Sigilon Therapeutics, Inc. (Exact |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (IRS Employer of i |
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| April 6, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange ACT of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ◻ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (a |
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| March 23, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ◻ Check the appropriate box: ⌧ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Rule 14 |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2023 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (IRS Employer o |
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| March 14, 2023 |
Exhibit 10.36 Sigilon Therapeutics, Inc. 2020 Equity Incentive Plan Restricted Stock Unit Agreement This agreement (this “Agreement”) evidences a grant (the “Award”) of Restricted Stock Units (“RSUs”) by Sigilon Therapeutics, Inc., a Delaware corporation (the “Company”), to the individual named above (the “Participant”), pursuant to and subject to the terms of the Sigilon Therapeutics, Inc. 2020 E |
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| March 14, 2023 |
Letter Agreement, dated February 10, 2023, between the Company and May Orfali, M.D. Exhibit 10.24 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. February 10, 2023 BY HAND & ELECTRONIC DELIVERY May Orfali, M.D. Dear May: As we have discussed, your employment with Sigilon Therapeutics, Inc. (the “Company”) has termin |
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| March 14, 2023 |
Subsidiaries of the Registrant Exhibit 21.1 Sigilon Therapeutics, Inc. Subsidiary State or Other Jurisdiction of Incorporation or Organization Sigilon Securities Corporation Massachusetts |
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| March 14, 2023 |
As filed with the Securities and Exchange Commission on March 14, 2023 As filed with the Securities and Exchange Commission on March 14, 2023 Registration No. |
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| March 14, 2023 |
Exhibit 99.2 ©2023 Sigilon Therapeutics, Inc. March 2023 Leading the Next Frontier of Allogeneic Cell Therapy Forward-looking statements This presentation has been prepared by Sigilon Therapeutics, Inc. (“we,” “us,” “our,” “Sigilon” or the “Company”) and contains forward-looking statements. All statements other than statements of historical facts contained in this presentation are forward-looking |
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| March 14, 2023 |
Offer Letter, between Sigilon Therapeutics, Inc. and Josias Pontes, dated October 23, 2019 Exhibit 10.27 October 23, 2019 Josias Fantato de Pontes Re: Employment by Sigilon, Inc. Dear Josias: Sigilon, Inc. (the "Company") is pleased to confirm its offer to employ you as VP, Head of Finance reporting to Glenn Reicin, Chief Financial Officer. It is understood that you will be employed by the Company in such capacity or such other capacity as may be mutually agreed upon by the Company and |
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| March 14, 2023 |
Offer Letter, between Sigilon Therapeutics, Inc. and Sarah Yuan, dated January 12, 2022 Exhibit 10.26 January 12, 2022 VIA ELECTRONIC MAIL Qing Sarah Yuan, Ph.D. Dear Sarah, On behalf of Sigilon Therapeutics, Inc. (the “Company”), I am delighted to make this conditional offer of employment with the Company. This offer letter (the “Offer Letter”) and the accompanying documents and agreements summarize and set forth important terms about your employment with the Company. 1.Starting Dat |
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| March 14, 2023 |
Consulting Agreement, dated February 14, 2023, between the Company and May Orfali, M.D. Exhibit 10.23 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. Consulting Agreement [May Orfali, MD, MBA] This Consulting Agreement (the “Agreement”), is made as of February 14, 2023 (the “Effective Date”) by and between Sigilon Thera |
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| March 14, 2023 |
Exhibit 99.1 SIGILON THERAPEUTICS REPORTS FOURTH QUARTER AND FULL YEAR 2022 FINANCIAL RESULTS AND BUSINESS HIGHLIGHTS Advancing IND-enabling activities for lead program in diabetes, SIG-002, with plans to conduct non-human primate studies in second half of 2023 SIG-002 demonstrated efficacy and durability in in vivo mouse models for up to 17 weeks Extended anticipated cash runway into 2025 Cambrid |
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| March 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT Sigilon Therapeutics, Inc. (Exact name of registrant as specified in its charter) - Delaware 00 |
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| March 14, 2023 |
Calculation of Filing Fee Tables Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sigilon Therapeutics, Inc. |
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| March 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2023 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (IRS Employer o |
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| February 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2023 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (IRS Employe |
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| February 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2023 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (IRS Employe |
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| December 21, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2022 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commissio |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Sigilon Therapeutics, Inc. (Ex |
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| November 10, 2022 |
Exhibit 99.2 Pioneering A Cell Therapy Powerhouse ©2022 Sigilon Therapeutics, Inc. November 2022 Disclaimer This presentation has been prepared by Sigilon Therapeutics, Inc. (“we,” “us,” “our,” “Sigilon” or the “Company”) and is made fo r informational purposes only and not for any other purpose. Certain information contained in this presentation and statements made orally during this presentation |
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| November 10, 2022 |
Exhibit 99.1 SIGILON THERAPEUTICS REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS AND BUSINESS HIGHLIGHTS Identified important optimization features for its platform to mitigate PFO risks in current and future programs Advanced iPS cell differentiation protocol for the diabetes program in preparation for anticipated IND-enabling studies in 2023 Continued optimization of the MPS-1 program, with plans |
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| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2022 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (IRS Employe |
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| October 11, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2022 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission |
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| October 11, 2022 |
Exhibit 99.1 Pioneering A Cell Therapy Powerhouse ?2022 Sigilon Therapeutics, Inc. October 2022 Disclaimer This presentation has been prepared by Sigilon Therapeutics, Inc. (?we,? ?us,? ?our,? ?Sigilon? or the ?Company?) and is made fo r informational purposes only and not for any other purpose. Certain information contained in this presentation and statements made orally during this presentation |
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| September 26, 2022 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 22, 2022 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commissi |
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| August 4, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 4, 2022 |
Exhibit 99.1 SIGILON THERAPEUTICS REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS AND BUSINESS HIGHLIGHTS ? Company expects to report results of preclinical MPS-1 studies in second half of 2022 to inform pipeline strategy ? Cambridge, MA?August 4, 2022?Sigilon Therapeutics, Inc. (NASDAQ: SGTX), a biotechnology company that seeks to develop functional cures for chronic diseases through its Shielded L |
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| August 4, 2022 |
Results of Operations and Financial Condition ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission ( |
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| August 4, 2022 |
Exhibit 10.1 ? CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. ? FIRST AMENDMENT TO RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT This First Amendment (the ?Amendment?) to that certain Research Collaboration and Exclusive License Agreement entered |
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| June 23, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2022 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (I |
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| May 26, 2022 |
Submission of Matters to a Vote of Security Holders ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (IR |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2022 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (IR |
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| May 12, 2022 |
Exhibit 99.1 SIGILON THERAPEUTICS REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS AND BUSINESS HIGHLIGHTS ? On track to announce results from preclinical studies of SIG-005 in second half of 2022 ? Current cash position expected to fund operating plans into 2024 ? Cambridge, MA?May 12, 2022?Sigilon Therapeutics, Inc. (NASDAQ: SGTX), a biotechnology company that seeks to develop functional cures for c |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 20, 2022 |
SIGILON THERAPEUTICS, INC. 100 Binney Street, Suite 600 Cambridge, MA 02142 SIGILON THERAPEUTICS, INC. 100 Binney Street, Suite 600 Cambridge, MA 02142 April 20, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F. Street, N.E. Washington, D.C. 20549 Attention: Alan Campbell Re: Sigilon Therapeutics, Inc. Registration Statement on Form S-3 (File No. 333-264296) Request for Acceleration Ladies and Gentlemen: Pursu |
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| April 14, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A (RULE 14a-101) ? SCHEDULE 14A INFORMATION ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange ACT of 1934 (Amendment No. ) ? ? Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the |
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| April 14, 2022 |
As filed with the Securities and Exchange Commission on April 14, 2022. ? As filed with the Securities and Exchange Commission on April 14, 2022. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Sigilon Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 2834 (Primary |
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| April 14, 2022 |
Exhibit 107 Calculation of Filing Fee Tables ? Form S-3 (Form Type) ? Sigilon Therapeutics, Inc. |
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| April 14, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? ? Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte |
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| April 14, 2022 |
Exhibit 1.2 ? Sigilon Therapeutics, Inc. ? EQUITY DISTRIBUTION AGREEMENT ? April 14, 2022 ? CANACCORD GENUITY LLC 99 High Street Boston, Massachusetts 02110 ? Ladies and Gentlemen: ? As further set forth in this agreement (this ?Agreement?), Sigilon Therapeutics, Inc., a Delaware corporation (the ?Company?), proposes to issue and sell from time to time through Canaccord Genuity LLC (the ?Agent?), |
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| March 14, 2022 |
Letter Agreement, dated August 4, 2021, between the Company and Deya Corzo, M.D. Exhibit 10.27 August 4, 2021 BY HAND & ELECTRONIC DELIVERY Deya Corzo, M.D. The purpose of this letter agreement (this ?Agreement?) is to confirm the terms of the remainder of your employment with Sigilon Therapeutics, Inc. (the ?Company?) and your resignation from your employment with the Company, as follows: 1. Transition Period and Separation Date. a)Effective as of August 4, 2021 (the ?Transit |
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| March 14, 2022 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2022 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission ( |
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| March 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 14, 2022 |
Subsidiaries of the Registrant Exhibit 21.1 Sigilon Therapeutics, Inc. ? ? ? Subsidiary ? State or Other Jurisdiction of Incorporation or Organization Sigilon Securities Corporation ? Massachusetts ? |
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| March 14, 2022 |
Offer Letter, between Sigilon Therapeutics, Inc. and Philip Ashton-Rickardt, dated May 25, 2021 ? ? ? ? ? Exhibit 10.25 ? May 25, 2021 ? VIA ELECTRONIC MAIL ? Philip Ashton-Rickardt, Ph.D. ? Dear Philip, ? On behalf of Sigilon Therapeutics, Inc. (the ?Company?), I am delighted to make this conditional offer of employment with the Company. This offer letter (the ?Offer Letter?) and the accompanying documents and agreements summarize and set forth important terms about your employment with the |
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| March 14, 2022 |
Calculation of Filing Fee Tables EX-FILING FEES 4 tmb-20220314xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Sigilon Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price F |
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| March 14, 2022 |
Consulting Agreement, dated October 13, 2021, between the Company and May Orfali, M.D. Exhibit 10.28 ? CONSULTING AGREEMENT [May Orfali, MD, MBA] This Consulting Agreement (the ?Agreement?), is made as of October 13, 2021 (the ?Effective Date?) by and between Sigilon Therapeutics, Inc. (the ?Company?), with offices at 100 Binney Street, Suite 600, Cambridge, MA 02142, and Rare Disease and Oncology Consulting, LLC, (the ?Consultant?). In consideration of the mutual covenants and prom |
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| March 14, 2022 |
?? ? Exhibit 10.13 ? CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. ? Massachusetts Institute of Technology and Sigilon Therapeutics, Inc. ? SIXTH AMENDMENT ? This Sixth Amendment (?Sixth Amendment?), effective as of February 1, 202 |
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| March 14, 2022 |
Offer Letter, between Sigilon Therapeutics, Inc. and May Orfali, M.D. dated October 27, 2021 ? ? ? ? ? Exhibit 10.24 ? October 25, 2021 ? VIA ELECTRONIC MAIL ? May Orfali, MD, MBA ? Dear May, ? On behalf of Sigilon Therapeutics, Inc. (the ?Company?), I am delighted to make this conditional offer of employment with the Company. This offer letter (the ?Offer Letter?) and the accompanying documents and agreements summarize and set forth important terms about your employment with the Company. |
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| March 14, 2022 |
Exhibit 99.2 Pioneering a New Class of Allogeneic Cell Therapy ?2022 Sigilon Therapeutics, Inc. March 2022 Disclaimer This presentation has been prepared by Sigilon Therapeutics, Inc. (?we,? ?us,? ?our,? ?Sigilon? or the ?Company?) and is made fo r informational purposes only and not for any other purpose. Certain information contained in this presentation and statements made orally during this pr |
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| March 14, 2022 |
Offer Letter, between Sigilon Therapeutics, Inc. and Deya Corzo, M.D. dated September 26, 2018 Exhibit 10.26 September 26, 2018 Deya Corzo, MD ? Re: Employment by Sigilon, Inc. ? Dear Deya: Sigilon Therapeutics, Inc. (the "Company") is pleased to confirm its offer to employ you as its Chief Medical Officer. It is understood that you will be employed by the Company in such capacity or such other capacity as may be mutually agreed upon by the Company and you from time to time. In this capacit |
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| March 14, 2022 |
Exhibit 99.1 SIGILON THERAPEUTICS REPORTS FOURTH QUARTER AND FULL YEAR 2021 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS ? Announced strategic reprioritization, with plans to advance mucopolysaccharidosis type I (MPS-1) and diabetes as lead indications as well as continued platform optimization ? Strengthened leadership team with appointment of new Chief Technical Operations Officer and other |
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| March 14, 2022 |
As filed with the Securities and Exchange Commission on March 14, 2022 As filed with the Securities and Exchange Commission on March 14, 2022 Registration No. |
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| February 22, 2022 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2022 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commissio |
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| February 22, 2022 |
Sigilon Therapeutics Appoints Sarah Yuan, Ph.D., as Chief Technical Operations Officer Exhibit 99.1 Sigilon Therapeutics Appoints Sarah Yuan, Ph.D., as Chief Technical Operations Officer ? Cambridge, MA?February 22, 2022?Sigilon Therapeutics, Inc. (NASDAQ: SGTX), a biotechnology company that seeks to develop functional cures for chronic diseases through its Shielded Living Therapeutics? platform, today announced the appointment of Sarah Yuan, Ph.D., as Chief Technical Operations Off |
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| December 13, 2021 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2021 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission |
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| December 13, 2021 |
Exhibit 99.1 Sigilon Therapeutics Announces Strategic Reprioritization - Company plans to prioritize MPS-1 and diabetes with continued focus on platform optimization ? - Workforce reduction of approximately 38% ? - Anticipated cash runway extended into 2024 ? Cambridge, MA ? December 13, 2021?Sigilon Therapeutics, Inc. (NASDAQ: SGTX), a biotechnology company that seeks to develop functional cures |
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| November 29, 2021 |
Sigilon Therapeutics Announces Update on SIG-001 Phase 1/2 Study in Hemophilia A Exhibit 99.1 Sigilon Therapeutics Announces Update on SIG-001 Phase 1/2 Study in Hemophilia A Cambridge, MA? November 29, 2021?Sigilon Therapeutics, Inc. (NASDAQ:SGTX), a biotechnology company that seeks to develop functional cures for chronic diseases through its Shielded Living Therapeutics? platform, today reported that fibrosed spheres were observed during a retrieval procedure in a patient in |
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| November 29, 2021 |
Financial Statements and Exhibits, Other Events ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 29, 2021 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commissio |
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| November 10, 2021 |
Exhibit 10.1 ? CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL. ? Massachusetts Institute of Technology ? and ? Sigilon Therapeutics, Inc. ? FIFTH AMENDMENT ? This Fifth Amendment (?Fifth Amendment?), effective as of September 17, 2021 (the ?Fifth Amendment E |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 10, 2021 |
Exhibit 99.1 Sigilon Therapeutics Reports Third Quarter 2021 Financial Results and Business Highlights ? Company expects to complete its investigation of the clinical hold on its Phase 1/2 trial of SIG-001 in hemophilia A by year-end ? On track to initiate a Phase 1/2 trial of SIG-005 for MPS-1 in the fourth quarter of 2021 ? Company appoints May Orfali, M.D., M.B.A, as Chief Medical Officer ? Cam |
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| November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2021 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commissio |
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| August 10, 2021 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2021 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission |
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| August 10, 2021 |
Consulting Agreement between Sigilon Therapeutics, Inc. and Devyn Smith, dated April 26, 2021 Exhibit 10.1 Consulting Agreement This Consulting Agreement (the ?Agreement?), made effective as of April 26, 2021, is entered into by Sigilon Therapeutics, Inc. (the ?Company?), with offices at 100 Binney Street, Suite 600, Cambridge, MA 02142 and Devn Smith, Ph.D. (the ?Consultant?). In consideration of the mutual covenants and promises contained herein and other good and valuable consideration, |
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| August 10, 2021 |
Exhibit 99.2 Advancing Potential Functional Cures for Patients With Chronic Diseases ?2021 Sigilon Therapeutics, Inc. August 2021 0 Disclaimer This presentation has been prepared by Sigilon Therapeutics, Inc. (?we,? ?us,? ?our,? ?Sigilon? or the ?Company?) and is made for informational purposes only and not for any other purpose. Certain information contained in this presentation and statements ma |
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| August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 10, 2021 |
Sigilon Therapeutics Reports Second Quarter 2021 Financial Results and Business Highlights Exhibit 99.1 Sigilon Therapeutics Reports Second Quarter 2021 Financial Results and Business Highlights ? Cambridge, MA?August 10, 2021?Sigilon Therapeutics, Inc. (NASDAQ:SGTX), a biotechnology company that seeks to develop functional cures for chronic diseases through its Shielded Living Therapeutics? platform, today reported financial results for the second quarter ended June 30, 2021 as well as |
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| July 9, 2021 |
Financial Statements and Exhibits, Other Events ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 7, 2021 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (IR |
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| July 9, 2021 |
Sigilon Therapeutics Announces Clinical Hold on SIG-001 Phase 1/2 Study in Hemophilia A Exhibit 99.1 Sigilon Therapeutics Announces Clinical Hold on SIG-001 Phase 1/2 Study in Hemophilia A Cambridge, MA?July 9, 2021?Sigilon Therapeutics, Inc. (NASDAQ:SGTX), a biotechnology company that seeks to develop functional cures for chronic diseases through its Shielded Living Therapeutics? platform, today reported that the U.S. Food and Drug Administration (FDA) has notified the Company that |
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| June 28, 2021 |
Submission of Matters to a Vote of Security Holders ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2021 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (I |
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| June 16, 2021 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2021 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (I |
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| June 16, 2021 |
Sigilon Therapeutics Appoints Brooke Story, M.B.A., to its Board of Directors Exhibit 99.1 Sigilon Therapeutics Appoints Brooke Story, M.B.A., to its Board of Directors Cambridge, MA?June 16, 2021?Sigilon Therapeutics, Inc. (NASDAQ:SGTX), a biotechnology company that seeks to develop functional cures for chronic diseases through its Shielded Living Therapeutics? platform, today announced the appointment of Brooke Story to its Board of Directors. ?I am delighted to welcome B |
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| June 14, 2021 |
Sigilon Therapeutics Appoints Philip Ashton-Rickardt, Ph.D., as Chief Scientific Officer Exhibit 99.1 Sigilon Therapeutics Appoints Philip Ashton-Rickardt, Ph.D., as Chief Scientific Officer Cambridge, MA?June 14, 2021?Sigilon Therapeutics, Inc. (NASDAQ:SGTX), a biotechnology company that seeks to develop functional cures for chronic diseases through its Shielded Living Therapeutics? platform, today announced the appointment of Philip Ashton-Rickardt, Ph.D., as Chief Scientific Office |
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| June 14, 2021 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2021 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (I |
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| May 10, 2021 |
? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission (IR |
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| May 10, 2021 |
Sigilon Therapeutics Reports First Quarter 2021 Financial Results and Business Highlights Exhibit 99.1 ? Sigilon Therapeutics Reports First Quarter 2021 Financial Results and Business Highlights ? Cambridge, MA?May 10, 2021?Sigilon Therapeutics, Inc. (NASDAQ:SGTX), a biotechnology company that seeks to develop functional cures for chronic diseases through its Shielded Living Therapeutics? platform, today reported financial results for the first quarter ended March 31, 2021 as well as c |
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| May 10, 2021 |
Exhibit 99.2 Advancing Potential Functional Cures for Patients With Chronic Diseases ?2021 Sigilon Therapeutics, Inc. May 2021 Disclaimer This presentation has been prepared by Sigilon Therapeutics, Inc. (?we,? ?us,? ?our,? ?Sigilon? or the ?Company?) and is made for informational purposes only and not for any other purpose. Certain information contained in this presentation and statements made or |
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| May 10, 2021 |
Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 27, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? ? Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitte |
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| April 27, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? ? Filed by the Registrant ? ? Filed by a Party other than the Registrant ? ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a- |
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| March 18, 2021 |
Exhibit 99.1 Sigilon Therapeutics Reports Fourth Quarter and Full Year 2020 Financial Results and Business Highlights Cambridge, MA—March 18, 2021—Sigilon Therapeutics, Inc. (NASDAQ:SGTX), a biotechnology company that seeks to develop functional cures for chronic diseases through its Shielded Living Therapeutics™ platform, today reported financial results for the fourth quarter and full year ended |
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| March 18, 2021 |
As filed with the Securities and Exchange Commission on March 18, 2021 Registration No. |
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| March 18, 2021 |
Subsidiaries of the Registrant Exhibit 21.1 Sigilon Therapeutics Inc. ? ? ? Subsidiary ? State or Other Jurisdiction of Incorporation or Organization Sigilon Securities Corporation ? Massachusetts ? |
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| March 18, 2021 |
Exhibit 10.5 ? SECOND AMENDMENT TO LEASE THIS SECOND AMENDMENT TO LEASE (this ?Second Amendment?) is entered into as of January 19, 2021, by and between ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (?Landlord?), and SIGILON THERAPEUTICS, INC., a Delaware corporation (?Tenant?). RECITALS: A.Landlord and Tenant are now parties to that certain Lease Agreement originally between Lan |
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| March 18, 2021 |
Exhibit 10.11 ? CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. ? Massachusetts Institute of Technology and Sigilon Therapeutics, Inc. ? FOURTH AMENDMENT ? This Fourth Amendment ("Fourth Amendment)", effective as of December 10, 2020 |
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| March 18, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2021 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 001-39746 47-4005543 (State or other jurisdiction (Commission ( |
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| March 18, 2021 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES The following summary description of the Common Stock (as defined below) of Sigilon Therapeutics, Inc., or the Corporation, is based on the provisions of the Corporation?s fifth amended and restated certificate of incorporation (the ?Amended and Restated Certificate?) and amended and restated by-laws (the ?Amended and Restated By-laws?) and th |
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| March 18, 2021 |
Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| February 16, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Sigilon Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 82657L 10 7 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Sigilon Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 82657L107 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which th |
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| December 14, 2020 |
As filed with the Securities and Exchange Commission on December 14, 2020 Registration No. |
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| December 8, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2020 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-39746 47-4005543 (State or other jurisdiction of incorporation) (Commis |
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| December 8, 2020 |
Exhibit 3.1 Fifth AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIGILON Therapeutics, Inc. Sigilon Therapeutics, Inc., a Delaware corporation (the “Corporation”), hereby certifies that this Fifth Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), and that: A. Th |
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| December 8, 2020 |
Exhibit 3.2 SIGILON therapeutics, INC. AMENDED AND RESTATED BYLAWS SECTION 1 - STOCKHOLDERS Section 1.1. Annual Meeting. An annual meeting of the stockholders of Sigilon Therapeutics, Inc., a Delaware corporation (the “Corporation”), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held |
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| December 7, 2020 |
7,000,000 shares Sigilon Therapeutics, Inc. Common stock Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. |
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| December 4, 2020 |
As filed with the Securities and Exchange Commission on December 3, 2020 Registration No. |
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| December 1, 2020 |
December 1, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Julia Griffith Re: Sigilon Therapeutics, Inc. Registration Statement on Form S-1 File No. 333-250070 Acceleration Request Requested Date: December 3, 2020 Requested Time: 4:00 p.m., Eastern Standard Time Ladies and Gentlemen: In accordance with Rule 461 under the |
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| December 1, 2020 |
SIGILON THERAPEUTICS, INC. 100 Binney Street, Suite 600 Cambridge, MA 02142 December 1, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Julia Griffith and Dietrich King, Division of Corporation Finance Re: Sigilon Therapeutics, Inc. Registration Statement on Form S-1 (File No. 333-250070) Request for Acceleration |
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| November 30, 2020 |
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 (g) of the Securities Exchange Act of 1934 SIGILON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 47-4005543 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification |
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| November 30, 2020 |
Exhibit 10.25 Name: Number of Shares of Stock subject to the Stock Option: Exercise Price Per Share: $ Date of Grant: [Vesting Commencement Date:] SIGILON THERAPEUTICS, INC. 2020 EQUITY INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT (NON-EMPLOYEE DIRECTORS) This agreement (this “Agreement”) evidences a stock option granted by Sigilon Therapeutics, Inc. (the “Company”) to the individual named |
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| November 30, 2020 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on November 30, 2020. |
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| November 30, 2020 |
Exhibit 3.5 SIGILON THERAPEUTICS, INC. AMENDED AND RESTATED BYLAWS SECTION 1 - STOCKHOLDERS Section 1.1. Annual Meeting. An annual meeting of the stockholders of Sigilon Therapeutics, Inc., a Delaware corporation (the “Corporation”), for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting shall be held |
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| November 30, 2020 |
Exhibit 10.26 Name: Number of Shares of Stock subject to the Stock Option: Exercise Price Per Share: $ Date of Grant: [Vesting Commencement Date:] SIGILON THERAPEUTICS, INC. 2020 EQUITY INCENTIVE PLAN NON-STATUTORY STOCK OPTION AGREEMENT This agreement (this “Agreement”) evidences a stock option granted by Sigilon Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”) |
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| November 30, 2020 |
Exhibit 10.24 SIGILON THERAPEUTICS, INC. 2020 EQUITY INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and includes certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based Awards. 3. ADMINI |
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| November 30, 2020 |
Form of Underwriting Agreement Exhibit 1.1 [ ] Shares Sigilon Therapeutics, Inc. Common Stock, par value $0.001 UNDERWRITING AGREEMENT [ ], 2020 [ ], 2020 Morgan Stanley & Co. LLC Jefferies LLC c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York 10036 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: Sigilon Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue |
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| November 30, 2020 |
Exhibit 10.28 SIGILON THERAPEUTICS, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN 1. Defined Terms Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. Purpose of Plan The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock in offerings under the Plan, and there |
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| November 30, 2020 |
Exhibit 10.27 Name: Number of Shares of Stock subject to the Stock Option: Exercise Price Per Share: $ Date of Grant: [Vesting Commencement Date:] SIGILON THERAPEUTICS, INC. 2020 EQUITY INCENTIVE PLAN INCENTIVE STOCK OPTION AGREEMENT This agreement (this “Agreement”) evidences a stock option granted by Sigilon Therapeutics, Inc. (the “Company”) to the individual named above (the “Participant”), pu |
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| November 30, 2020 |
Exhibit 3.3 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIGILON THERAPEUTICS, INC. Sigilon Therapeutics, Inc., a Delaware corporation (the “Corporation”), hereby certifies that this Fifth Amended and Restated Certificate of Incorporation has been duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “DGCL”), and that: A. Th |
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| November 30, 2020 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIGILON THERAPEUTICS, INC. Sigilon Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That the name of the Corporation is Sigilon Therapeutics, Inc.; that the Corporation was originally incorporated pu |
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| November 24, 2020 |
ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM William Michener 617-951-7247 [email protected] Submitted pursuant to a Request for Confidential Treatment Pursuant to 17 C.F.R. 200.83 FOIA Confidential Treatment Request The entity requesting confidential treatment is Sigilon Therapeutics, Inc. 100 Binney Street, Suite 600 Cambridge, MA 021 |
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| November 13, 2020 |
Exhibit 10.11 As amended as of September 12, 2019 SIGILON THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock |
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| November 13, 2020 |
Exhibit 3.3 BY-LAWS OF VL36, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting Li st 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 2 1.10 Conduct of Meetings 3 1.11 Action without Meeting 3 ARTICLE II DIRECTORS 4 2.1 General Powers 4 2.2 Number, Election and |
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| November 13, 2020 |
Exhibit 10.3 ASSIGNMENT AND ASSUMPTION OF LEASE This ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”), dated as of October 21, 2019, is made and entered into by and among FOGHORN THERAPEUTICS INC., a Delaware corporation (“Assignor”) and SIGILON THERAPEUTICS, INC., a Delaware corporation (“Assignee”). RECITALS WHEREAS, ARE-MA REGION NO. 45, LLC, a Delaware limited liability company, as landl |
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| November 13, 2020 |
Exhibit 10.7 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. FIRST AMENDMENT This First Amendment (“Amendment”), effective as of February 2, 2017, amends the Exclusive Patent License Agreement (the “Agreement”) dated February 8, 2016 |
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| November 13, 2020 |
Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# . COMMON STOCK PAR VALUE $0.001 COMMON STOCK Certificate Number ZQ00000000 Shares * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * * * * * * * * 000000 * * * * * * * * * * * * * * SIGILON THERAPEUTIC |
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| November 13, 2020 |
Exhibit 10.21 SIGILON THERAPEUTICS INC. AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL POLICY This Amended and Restated Severance and Change in Control Policy (the “Policy”) of Sigilon Therapeutics Inc. (the “Company”), effective as of April 17, 2020 and amended and restated as of October 7, 2020, sets forth the payments and benefits the Company intends to provide to certain employees of the |
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| November 13, 2020 |
Exhibit 10.6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. MASSACHUSETTS INSTITUTE OF TECHNOLOGY AND SIGILON, INC. EXCLUSIVE PATENT LICENSE AGREEMENT TABLE OF CONTENTS TABLE OF CONTENTS ii R E C I T A L S 1 1. Definitions 2 2. Gran |
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| November 13, 2020 |
Exhibit 4.2 SIGILON THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 10 2.7 Delay of Registration 10 2.8 Indemnification 10 2.9 Reports U |
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| November 13, 2020 |
Exhibit 10.1 100 Binney, Cambridge, MA/Sigilon Therapeutics, Inc. LEASE AGREEMENT THIS LEASE AGREEMENT is made as of this 28 day of August, 2017, between ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (“Landlord”), and SIGILON THERAPEUTICS, INC., a Delaware corporation (“Tenant”). BASIC LEASE PROVISIONS Address: 100 Binney Street, Cambridge, Massachusetts. Premises: That portion o |
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| November 13, 2020 |
Exhibit 10.18 SEVERANCE WAIVER AND LETTER AGREEMENT AMENDMENT WHEREAS, Sigilon Therapeutics, Inc. (the “Company”) and (the “Executive”) entered into a letter agreement dated for the purpose of establishing the terms and conditions of Executive’s employment (the “Letter Agreement”); WHEREAS, pursuant to Section 1(b) of the Letter Agreement, the Executive is eligible to receive an annual bonus deter |
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| November 13, 2020 |
Exhibit 10.19 STOCK RESTRICTION AGREEMENT This STOCK RESTRICTION AGREEMENT (this “Agreement”) is dated as of the 10 day of February, 2016 (the “Effective Date”), between Sigilon, Inc., a Delaware corporation (the “Company”), and Daniel G. Anderson (the “Founder”) relating to shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Company and the Founder are each refe |
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| November 13, 2020 |
Exhibit 10.14 Sigilon Therapeutics, Inc. 100 Binney St., Suite 600 Cambridge, MA 02142 April 23, 2018 Rogerio Vivaldi Dear Rogerio: On behalf of Sigilon Therapeutics, Inc. (the “Company”), I am delighted to offer you employment with the Company. Your initial position will be President and Chief Executive Officer. You will report to the Company’s Board of Directors (the “Board”), and remain on the |
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| November 13, 2020 |
Exhibit 10.4 CONSENT TO ASSIGNMENT AND FIRST AMENDMENT TO LEASE This Consent to Assignment and First Amendment to Lease (this “Consent”) is made as of October 21, 2019, between and among ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (“Landlord”), FOGHORN THERAPEUTICS INC., a Delaware corporation (“Tenant”), and SIGILON THERAPEUTICS, INC., a Delaware corporation (“Assignee”), with |
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| November 13, 2020 |
Exhibit 10.2 LEASE AGREEMENT THIS LEASE AGREEMENT is made as of this 24th day of August, 2017, between ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (“Landlord”), and FOGHORN THERAPEUTICS INC., a Delaware corporation (“Tenant”). BASIC LEASE PROVISIONS Address: 100 Binney Street, Cambridge, Massachusetts. Premises: That portion of the Project, containing approximately 21,372 renta |
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| November 13, 2020 |
Fourth Amended and Restated Certificate of Incorporation of Sigilon Therapeutics, Inc. Exhibit 3.1 SIGILON THERAPEUTICS, INC. FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIGILON THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Sigilon Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of |
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| November 13, 2020 |
Exhibit 10.17 SEVERANCE WAIVER AND OFFER LETTER AMENDMENT WHEREAS, Sigilon Therapeutics, Inc. (the “Company”) and Rogerio Vivaldi Coelho (the “Executive”) entered into a letter agreement dated April 23, 2018 for the purpose of establishing the terms and conditions of Executive’s employment (the “Letter Agreement”); WHEREAS, the first paragraph of the Letter Agreement provides that the Executive wi |
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| November 13, 2020 |
Exhibit 10.23 SIGILON THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Effective as of the initial public offering (the “IPO”) of the common stock of Sigilon Therapeutics, Inc. (the “Company”), each individual who provides services to the Company as a director, other than a director who is employed by the Company or a subsidiary (a “Non-Employee Director”), shall be entitled to receive |
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| November 13, 2020 |
Exhibit 10.12 SIGILON THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2016 EQUITY INCENTIVE PLAN 1. Grant of Option. This Incentive Stock Option Agreement (the “Agreement”) evidences the grant by Sigilon Therapeutics, Inc., a Delaware corporation (the “Company”), on [ , 20 ] (the “Grant Date”) to [ ], an employee of the Company (the “Participant”), of an option to purchase, in wh |
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| November 13, 2020 |
Exhibit 10.5 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of September 2, 2020 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agen |
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| November 13, 2020 |
Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| November 13, 2020 |
Exhibit 10.13 SIGILON THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2016 EQUITY INCENTIVE PLAN 1. Grant of Option. This Nonstatutory Stock Option Agreement (the “Agreement”) evidences the grant by Sigilon Therapeutics, Inc., a Delaware corporation (the “Company”), on [ , 20 ] (the “Grant Date”) to [ ], an employee, consultant or director of the Company (the “Participant”), o |
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| November 13, 2020 |
Exhibit 10.9 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. Execution Version Massachusetts Institute of Technology and Sigilon Therapeutics, Inc. THIRD AMENDMENT This Third Amendment (“Third Amendment)”, effective as of November 6, |
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| November 13, 2020 |
Offer Letter, between Sigilon Therapeutics, Inc. and Glenn Reicin, dated May 8, 2019 Exhibit 10.15 Wednesday, May 8, 2019 Glenn Reicin [email protected] Dear Glenn, On behalf of Sigilon Therapeutics (the “Company”), a Flagship Pioneering Company, I am delighted to make this conditional offer of employment with the Company. This offer letter (the “Offer Letter”) and the accompanying documents and agreements summarize and set forth important terms about your employment with t |
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| November 13, 2020 |
Exhibit 10.20 STOCK RESTRICTION AGREEMENT This STOCK RESTRICTION AGREEMENT (this “Agreement”) is dated as of the 5th day of February, 2016 (the “Effective Date”), between Sigilon, Inc., a Delaware corporation (the “Company”), and Robert S. Langer (the “Founder”) relating to shares of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Company and the Founder are each refer |
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| November 13, 2020 |
Exhibit 10.22 SIGILON THERAPEUTICS, INC. 2020 CASH INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and sets forth operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant of cash-based incentive Awards to Participants that will attract, |
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| November 13, 2020 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As filed with the Securities and Exchange Commission on November 13, 2020. |
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| November 13, 2020 |
Offer Letter, between Sigilon, Inc. and Devyn Smith, dated March 25, 2017 Exhibit 10.16 March 25, 2017 Devyn Smith 23 Marlin Drive Groton, CT 06340 Dear Devyn: On behalf of Sigilon, Inc. (the “Company”), I am delighted to offer you employment with the Company. Your initial position will be Chief Operations Officer and Head of Strategy, reporting to the Company’s President and Chief Executive Officer (the “CEO”). This offer letter is subject to and will become effective |
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| November 13, 2020 |
Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND, EXCEPT AS SET FORTH HEREIN, MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, |
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| November 13, 2020 |
Exhibit 10.8 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. Massachusetts Institute of Technology and Sigilon Therapeutics, Inc. SECOND AMENDMENT This Second Amendment (“Second Amendment)”, effective as of August 9, 2018 (the “Secon |
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| November 13, 2020 |
Exhibit 10.10 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. EXECUTION VERSION RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT BY AND BETWEEN SIGILON THERAPEUTICS, INC. and ELI LILLY AND COMPANY April 2, 2018 Table of Content |
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| November 13, 2020 |
Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE, AND, EXCEPT AS SET FORTH HEREIN, MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, |
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| October 30, 2020 |
SIGILON THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit 4.2 SIGILON THERAPEUTICS, INC. THIRD AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 10 2.7 Delay of Registration 10 2.8 Indemnification 10 2.9 Reports U |
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| October 30, 2020 |
Exhibit 3.3 BY-LAWS OF VL36, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting Li st 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 2 1.10 Conduct of Meetings 3 1.11 Action without Meeting 3 ARTICLE II DIRECTORS 4 2.1 General Powers 4 2.2 Number, Election and |
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| October 30, 2020 |
SIGILON THERAPEUTICS, INC. FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 SIGILON THERAPEUTICS, INC. FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIGILON THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Sigilon Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of |
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| October 30, 2020 |
SIGILON THERAPEUTICS, INC. 2020 CASH INCENTIVE PLAN Exhibit 10.23 SIGILON THERAPEUTICS, INC. 2020 CASH INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and sets forth operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant of cash-based incentive Awards to Participants that will attract, |
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| October 30, 2020 |
SIGILON THERAPEUTICS INC. AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL POLICY Exhibit 10.22 SIGILON THERAPEUTICS INC. AMENDED AND RESTATED SEVERANCE AND CHANGE IN CONTROL POLICY This Amended and Restated Severance and Change in Control Policy (the ?Policy?) of Sigilon Therapeutics Inc. (the ?Company?), effective as of April 17, 2020 and amended and restated as of October 7, 2020, sets forth the payments and benefits the Company intends to provide to certain employees of the |
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| October 30, 2020 |
Exhibit 10.14 LEASE AGREEMENT THIS LEASE AGREEMENT is made as of this 24th day of August, 2017, between ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (?Landlord?), and FOGHORN THERAPEUTICS INC., a Delaware corporation (?Tenant?). BASIC LEASE PROVISIONS Address: 100 Binney Street, Cambridge, Massachusetts. Premises: That portion of the Project, containing approximately 21,372 rent |
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| October 30, 2020 |
CONSENT TO ASSIGNMENT AND FIRST AMENDMENT TO LEASE Exhibit 10.16 CONSENT TO ASSIGNMENT AND FIRST AMENDMENT TO LEASE This Consent to Assignment and First Amendment to Lease (this ?Consent?) is made as of October 21, 2019, between and among ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (?Landlord?), FOGHORN THERAPEUTICS INC., a Delaware corporation (?Tenant?), and SIGILON THERAPEUTICS, INC., a Delaware corporation (?Assignee?), wit |
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| October 30, 2020 |
ASSIGNMENT AND ASSUMPTION OF LEASE Exhibit 10.15 ASSIGNMENT AND ASSUMPTION OF LEASE This ASSIGNMENT AND ASSUMPTION OF LEASE (this ?Assignment?), dated as of October 21, 2019, is made and entered into by and among FOGHORN THERAPEUTICS INC., a Delaware corporation (?Assignor?) and SIGILON THERAPEUTICS, INC., a Delaware corporation (?Assignee?). RECITALS WHEREAS, ARE-MA REGION NO. 45, LLC, a Delaware limited liability company, as land |
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| October 30, 2020 |
Exhibit 10.19 Wednesday, May 8, 2019 Glenn Reicin [email protected] Dear Glenn, On behalf of Sigilon Therapeutics (the ?Company?), a Flagship Pioneering Company, I am delighted to make this conditional offer of employment with the Company. This offer letter (the ?Offer Letter?) and the accompanying documents and agreements summarize and set forth important terms about your employment with t |
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| October 30, 2020 |
SEVERANCE WAIVER AND OFFER LETTER AMENDMENT Exhibit 10.18 SEVERANCE WAIVER AND OFFER LETTER AMENDMENT WHEREAS, Sigilon Therapeutics, Inc. (the ?Company?) and Rogerio Vivaldi Coelho (the ?Executive?) entered into a letter agreement dated April 23, 2018 for the purpose of establishing the terms and conditions of Executive?s employment (the ?Letter Agreement?); WHEREAS, the first paragraph of the Letter Agreement provides that the Executive wi |
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| October 30, 2020 |
Exhibit 10.20 March 25, 2017 Devyn Smith 23 Marlin Drive Groton, CT 06340 Dear Devyn: On behalf of Sigilon, Inc. (the ?Company?), I am delighted to offer you employment with the Company. Your initial position will be Chief Operations Officer and Head of Strategy, reporting to the Company?s President and Chief Executive Officer (the ?CEO?). This offer letter is subject to and will become effective |
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| October 30, 2020 |
SEVERANCE WAIVER AND LETTER AGREEMENT AMENDMENT Exhibit 10.21 SEVERANCE WAIVER AND LETTER AGREEMENT AMENDMENT WHEREAS, Sigilon Therapeutics, Inc. (the ?Company?) and (the ?Executive?) entered into a letter agreement dated for the purpose of establishing the terms and conditions of Executive?s employment (the ?Letter Agreement?); WHEREAS, pursuant to Section 1(b) of the Letter Agreement, the Executive is eligible to receive an annual bonus deter |
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| October 30, 2020 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As confidentially submitted with the Securities and Exchange Commission on October 30, 2020 as Amendment No. |
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| October 30, 2020 |
Sigilon Therapeutics, Inc. 100 Binney St., Suite 600 Cambridge, MA 02142 Exhibit 10.17 Sigilon Therapeutics, Inc. 100 Binney St., Suite 600 Cambridge, MA 02142 April 23, 2018 Rogerio Vivaldi Dear Rogerio: On behalf of Sigilon Therapeutics, Inc. (the ?Company?), I am delighted to offer you employment with the Company. Your initial position will be President and Chief Executive Officer. You will report to the Company?s Board of Directors (the ?Board?), and remain on the |
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| September 28, 2020 |
Exhibit 10.13 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this ?Agreement?) dated as of September 2, 2020 (the ?Effective Date?) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (?Oxford?), as collateral age |
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| September 28, 2020 |
Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As confidentially submitted with the Securities and Exchange Commission on September 25, 2020 as Amendment No. |
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| September 28, 2020 |
Exhibit 4.5 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTAN |
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| September 25, 2020 |
ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM September 25, 2020 Marc A. Rubenstein T +1 617 951 7826 [email protected] BY FEDEX and EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Julia Griffith and Dietrich King Re: Sigilon Therapeutics, Inc. Draft Registratio |
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| August 21, 2020 |
Exhibit 10.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. Massachusetts Institute of Technology and Sigilon Therapeutics, Inc. SECOND AMENDMENT This Second Amendment (?Second Amendment)?, effective as of August 9, 2018 (the ?Secon |
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| August 21, 2020 |
Exhibit 10.1 100 Binney, Cambridge, MA/Sigilon Therapeutics, Inc. LEASE AGREEMENT THIS LEASE AGREEMENT is made as of this 28 day of August, 2017, between ARE-MA REGION NO. 45, LLC, a Delaware limited liability company (?Landlord?), and SIGILON THERAPEUTICS, INC., a Delaware corporation (?Tenant?). BASIC LEASE PROVISIONS Address: 100 Binney Street, Cambridge, Massachusetts. Premises: That portion o |
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| August 21, 2020 |
As confidentially submitted with the Securities and Exchange Commission on August 21, 2020 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO FINANCIAL STATEMENTS Table of Contents As confidentially submitted with the Securities and Exchange Commission on August 21, 2020 Registration No. |
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| August 21, 2020 |
ROPES & GRAY LLP PRUDENTIAL TOWER 800 BOYLSTON STREET BOSTON, MA 02199-3600 WWW.ROPESGRAY.COM Marc A. Rubenstein T +1 617 951 7826 [email protected] August 21, 2020 CONFIDENTIAL SUBMISSION VIA EDGAR U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 RE: Confidential Submission of Sigilon Therapeutics, Inc. Draft Registration Stat |
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| August 21, 2020 |
SIGILON THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Exhibit 4.2 SIGILON THERAPEUTICS, INC. SECOND AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 9 2.6 Expenses of Registration 10 2.7 Delay of Registration 10 2.8 Indemnification 10 2.9 Reports |
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| August 21, 2020 |
Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND, EXCEPT AS SET FORTH HEREIN, MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, |
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| August 21, 2020 |
Exhibit 10.3 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. FIRST AMENDMENT This First Amendment (?Amendment?), effective as of February 2, 2017, amends the Exclusive Patent License Agreement (the ?Agreement?) dated February 8, 2016 |
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| August 21, 2020 |
Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR THE SECURITIES LAWS OF ANY STATE, AND, EXCEPT AS SET FORTH HEREIN, MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, |
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| August 21, 2020 |
Exhibit 10.5 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. Execution Version Massachusetts Institute of Technology and Sigilon Therapeutics, Inc. THIRD AMENDMENT This Third Amendment (?Third Amendment)?, effective as of November 6, |
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| August 21, 2020 |
SIGILON THERAPEUTICS, INC. THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.1 SIGILON THERAPEUTICS, INC. THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIGILON THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Sigilon Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the provisions of th |
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| August 21, 2020 |
Exhibit 3.2 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIGILON THERAPEUTICS, INC. (Pursuant to Section 242 of the General Corporation Law of the State of Delaware) Sigilon Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HEREBY CER |
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| August 21, 2020 |
Exhibit 10.9 SIGILON THERAPEUTICS, INC. NONSTATUTORY STOCK OPTION AGREEMENT GRANTED UNDER 2016 EQUITY INCENTIVE PLAN 1. Grant of Option. This Nonstatutory Stock Option Agreement (the ?Agreement?) evidences the grant by Sigilon Therapeutics, Inc., a Delaware corporation (the ?Company?), on [ , 20 ] (the ?Grant Date?) to [ ], an employee, consultant or director of the Company (the ?Participant?), of |
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| August 21, 2020 |
SIGILON THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN Exhibit 10.7 As amended as of September 12, 2019 SIGILON THERAPEUTICS, INC. 2016 EQUITY INCENTIVE PLAN 1. DEFINED TERMS Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms. 2. PURPOSE The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock- |
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| August 21, 2020 |
Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. MASSACHUSETTS INSTITUTE OF TECHNOLOGY AND SIGILON, INC. EXCLUSIVE PATENT LICENSE AGREEMENT TABLE OF CONTENTS TABLE OF CONTENTS ii R E C I T A L S 1 1. Definitions 2 2. Gran |
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| August 21, 2020 |
SIGILON THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2016 EQUITY INCENTIVE PLAN Exhibit 10.8 SIGILON THERAPEUTICS, INC. INCENTIVE STOCK OPTION AGREEMENT GRANTED UNDER 2016 EQUITY INCENTIVE PLAN 1. Grant of Option. This Incentive Stock Option Agreement (the ?Agreement?) evidences the grant by Sigilon Therapeutics, Inc., a Delaware corporation (the ?Company?), on [ , 20 ] (the ?Grant Date?) to [ ], an employee of the Company (the ?Participant?), of an option to purchase, in who |
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| August 21, 2020 |
Exhibit 10.6 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO SIGILON THERAPEUTICS, INC. IF PUBLICLY DISCLOSED. EXECUTION VERSION RESEARCH COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT BY AND BETWEEN SIGILON THERAPEUTICS, INC. and ELI LILLY AND COMPANY April 2, 2018 Table of Contents |
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| August 21, 2020 |
Exhibit 10.11 STOCK RESTRICTION AGREEMENT This STOCK RESTRICTION AGREEMENT (this ?Agreement?) is dated as of the 10 day of February, 2016 (the ?Effective Date?), between Sigilon, Inc., a Delaware corporation (the ?Company?), and Daniel G. Anderson (the ?Founder?) relating to shares of the Company?s common stock, par value $0.001 per share (?Common Stock?). The Company and the Founder are each refe |
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| August 21, 2020 |
SIGILON THERAPEUTICS INC. SEVERANCE AND CHANGE IN CONTROL POLICY Exhibit 10.10 Execution Version SIGILON THERAPEUTICS INC. SEVERANCE AND CHANGE IN CONTROL POLICY This Severance and Change in Control Policy (the ?Policy?) of Sigilon Therapeutics Inc. (the ?Company?), effective as of April 17, 2020, set forth the payments and benefits the Company intends to provide to certain employees of the Company and its subsidiaries at the level of Vice President and higher |
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| August 21, 2020 |
Exhibit 10.12 STOCK RESTRICTION AGREEMENT This STOCK RESTRICTION AGREEMENT (this ?Agreement?) is dated as of the 5th day of February, 2016 (the ?Effective Date?), between Sigilon, Inc., a Delaware corporation (the ?Company?), and Robert S. Langer (the ?Founder?) relating to shares of the Company?s common stock, par value $0.001 per share (?Common Stock?). The Company and the Founder are each refer |
