8-K

DISC MEDICINE, INC.

Date: June 9, 2023

/s/ John Quisel

John Quisel, J.D., Ph.D.

Chief Executive Officer

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 9, 2023

Disc Medicine, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39438

85-1612845

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)


321 Arsenal Street, Suite 101
Watertown, Massachusetts		02472
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 674-9274

N/A

(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 (see General Instruction A.2. below):

☐	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 Stock, par value $0.0001 per share

IRON

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 5.07

Submission of Matters to a Vote of Security Holders.

On June 9, 2023, Disc Medicine, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered and voted on the two proposals set forth below, each of which is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on April 20, 2023. The final voting results are set forth below.

Proposal 1 - Election of Class II and Class III Director Nominees

The stockholders of the Company elected Georges Gemayel, Ph.D., Mark Chin, MS, MBA, and Liam Ratcliffe, M.D., Ph.D. as Class II directors of the Company, for a two-year term ending at the annual meeting of stockholders to be held in 2025 and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the Class II directors were as follows:


Name	Votes For		Votes Withheld		Broker Non-Votes
Georges Gemayel, Ph.D.		13,073,343		16,929		980,030
Mark Chin, MS, MBA		13,073,267		17,005		980,030
Liam Ratcliffe, M.D., Ph.D.		13,081,593		8,679		980,030

The stockholders of the Company elected Donald Nicholson, Ph.D., William White, MPP, J.D., and John Quisel, J.D., Ph.D. as Class III directors of the Company, for a three-year term ending at the annual meeting of stockholders to be held in 2026 and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the Class III directors were as follows:


Name	Votes For		Votes Withheld		Broker Non-Votes
Donald Nicholson, Ph.D.		13,033,283		56,989		980,030
William White, MPP, J.D.		13,087,710		2,562		980,030
John Quisel, J.D., Ph.D.		13,087,705		2,567		980,030

Proposal 2 – Ratification of Appointment of the Company’s Independent Registered Public Accounting Firm

The stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The results of the stockholders’ vote with respect to such ratification were as follows:


Votes For	Votes Against	Abstain
13,678,267	18,084	373,951

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

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.

Gemini Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders