8-K

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 02, 2024

   

ARCA biopharma, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-22873	36-3855489
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10170 Church Ranch Way Suite 100
Westminster, Colorado		80021
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: (720) 940-2200

   

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	ABIO	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 2, 2024, Raymond L. Woosley, M.D., Ph.D. and Dan Mitchell each resigned from the board of directors (the “Board”) of ARCA biopharma, Inc., a Delaware corporation (“ARCA”), effective immediately. Upon the effectiveness of their resignations, Dr. Woosley and Mr. Mitchell each ceased to serve on any Board committees, including as Chairperson of the Nominating & Corporate Governance Committee and as member of the Compensation Committee, and as member of the Audit Committee and Nominating & Corporate Governance Committee, respectively. Each of Dr. Woosley’s and Mr. Mitchell’s resignation was not the result of any disagreement with ARCA on any matter relating to ARCA’s operations, policies or practices. In connection with Dr. Woosley’s and Mr. Mitchell’s resignations, the Board reduced the size of the Board from eight (8) to six (6) directors.

ARCA expresses its gratitude to Dr. Woosley and Mr. Mitchell for their years of invaluable and dedicated service.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Number		Description

104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the inline XBRL document (contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			ARCA biopharma, Inc. (Registrant)

Date:	February 6, 2024	By:	/s/ C. Jeffrey Dekker
			Name: C. Jeffrey Dekker Title: Chief Financial Officer

ARCA biopharma Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits