8-K

Talaris Therapeutics, Inc.

Date: June 13, 2022

/s/ Scott Requadt

Scott Requadt

President and 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, 2022

TALARIS THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-40384	83-2377352
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

93 Worcester St. Wellesley, Massachusetts		02481
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 502 398-9250

(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 Stock, $0.0001 par value per share

TALS

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, 2022, Talaris Therapeutics, Inc., a Delaware corporation (the “Company”), held its annual meeting of stockholders (the “Annual Meeting”). As of April 14, 2022, the record date for the Annual Meeting, there were 40,312,069 shares of the Company’s voting common stock outstanding. The Company’s stockholders voted on the following matters, which are described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2022:

The stockholders of the Company elected each of Mark D. McDade, Francois Nader, M.D. and Scott Requadt as Class I directors for a three-year term that expires at the annual meeting of stockholders to be held in 2025 and until their respective successor has been duly elected and qualified or until their earlier death, resignation or removal. The results of the such vote were as follows:


Name	Votes For		Votes Withheld		Broker Non-Votes
Mark D. McDade		29,162,683.29		2,041,961.09		4,005,101
Francois Nader, M.D.		29,146,242.29		2,058,402.09		4,005,101
Scott Requadt		29,128,240.29		2,076,404.09		4,005,101

The stockholders of the Company ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the such vote were as follows:

Votes

For

Votes

Against

Abstain

Broker
Non-Votes

35,093,718.20

102,641.18

13,386

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 thereunto duly authorized.

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