Climb Bio, Inc.

8-K · d72849d8k.htm

0001768446 2026-06-05 2026-06-05
  
  
 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 5, 2026
  
  

 CLIMB BIO, INC.
 (Exact Name of Registrant as Specified in its Charter)
  
  

  

 Delaware
  
 001-40708
  
 83-2273741

 (State or Other Jurisdiction
 of Incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

  

 20 William Street , Suite 145
 Wellesley Hills , Massachusetts

  
 02481

 (Address of Principal Executive Offices)
  
 (Zip Code)

 Registrant’s Telephone Number, Including Area Code: (866) 857-2596
 Not Applicable
 (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
  
 CLYM
  
 The Nasdaq Stock Market LLC

  

  
 (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.

 At the 2026 Annual Meeting of Stockholders of Climb Bio, Inc. (the “Company”) held on June 5, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “2021 Plan Amendment”) to the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) to amend the provision providing for an automatic share pool increase to include prefunded warrants in the calculation of the annual increase. The 2021 Plan Amendment had previously been adopted by the Company’s Board of Directors, subject to stockholder approval. The other terms of the 2021 Plan remain unchanged.
 The description of the 2021 Plan, as amended, contained on pages 47 to 60 of the Company’s Definitive Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 24, 2026, is incorporated herein by reference. A complete copy of the 2021 Plan, as amended, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
  

 Item 5.07
 Submission of Matters to a Vote of Security Holders.

 At the Annual Meeting, the Company’s stockholders voted on the following proposals:
  

  
 1.
 The stockholders of the Company elected Alexander (Bo) Cumbo and Douglas Williams, Ph.D., to the Company’s Board of Directors, each to serve for a three-year term expiring at the 2029 annual meeting of stockholders and until his respective successor has been duly elected and qualified. The results of the stockholders’ vote with respect to such matter were as follows:

  

  
   
 Votes For
   
 Votes
 Withheld

   
 Broker Non-
 Votes

 Alexander (Bo) Cumbo
   
 26,035,689
   
 1,395,615
   
 7,841,185

 Douglas Williams, Ph.D.
   
 24,505,866
   
 2,924,838
   
 7,841,185

  

  
 2.
 The stockholders of the Company ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such matter were as follows:

  

 Votes For

  
 Votes Against

  
 Abstentions

 35,206,304
  
 63,633
  
 2,552

  

  
 3.
 The stockholders of the Company did not approve an amendment to the Company’s Amended and Restated Certificate of Incorporation, as amended, relating to the removal of directors for “cause”. The results of the stockholders’ vote with respect to such matter were as follows:

  

 Votes For

  
 Votes Against

  
 Abstentions

  
 Broker Non-
Votes

 27,299,535
  
 130,187
  
 1,582
  
 7,841,185

  

  
 4.
 The stockholders of the Company approved the 2021 Plan Amendment. The results of the stockholders’ vote with respect to such matter were as follows:

  

 Votes For

  
 Votes Against

  
 Abstentions

  
 Broker Non-
Votes

 19,604,493
  
 7,810,582
  
 16,229
  
 7,841,185

 Item 9.01.
 Financial Statements and Exhibits.

 (d) Exhibits
  

 Exhibit No.
   
 Description

 99.1
   
 2021 Equity Incentive Plan, as amended.

 104
   
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 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.
  

  

  

  
 Climb Bio, Inc.

 Date: June 8, 2026
  

  
 By:
  
 /s/ Aoife Brennan

  
  
  
  
  
  
 Aoife Brennan, M.B., Ch.B.

  
  
  
  
  
  
 President and Chief Executive Officer