Item 2.05. Costs associated with Exit or Disposal Activities

On May 31, 2023, Frequency Therapeutics, Inc. (the "Company") announced a reduction in force (the "Reduction") of approximately 55% of its workforce. The purpose of the Reduction, which was approved by the Board of Directors (the "Board") of the Company on May 31, 2023, is to better align the Company's workforce with the changing needs of its business.

The Reduction will be completed by June 9, 2023. The total costs related to the Reduction are estimated to be approximately $1.16 million in future cash outlays primarily related to severance costs and related expenses.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On June 1, 2023, the Company and Richard Mitrano, Vice President of Finance and Operations and the Company's principal financial officer, entered into an amendment (the "Amendment") to a letter agreement between the Company and Mr. Mitrano regarding certain of his employment terms, dated October 10, 2019 (the "Employment Agreement"). The Amendment extends the severance period during which Mr. Mitrano will receive continued payment of his base salary in the event that his employment is terminated by the Company without cause or by him for good reason (a "qualifying termination") from six (6) months to nine (9) months. The Amendment also extends the severance period in the event of a qualifying termination during the twelve (12)-month period following a change in control from nine (9) months to twelve (12) months. Under the Employment Agreement and the Amendment, the Company will also pay the employer-portion of premiums for Mr. Mitrano's group health plan continuation coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") during the applicable severance period, subject to Mr. Mitrano's election of COBRA health continuation coverage, until he becomes eligible for group health plan coverage through other employment or the earlier termination of his COBRA continuation coverage period.

The foregoing description is qualified in its entirety by the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibit

Exhibit
  No.        Description

10.1           Amendment to Letter Agreement by and between Frequency Therapeutics,
             Inc. and Richard Mitrano, dated June 1, 2023

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

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