Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 19, 2023, Leone Patterson notified Eliem Therapeutics, Inc. (Eliem,
or the Company) of her decision to resign from the Board of Directors of the
Company (the Board), effective immediately. In submitting her resignation,
Ms. Leone did not express any disagreement on any matter relating to the
Company's operations, policies or practices.
In connection with Ms. Patterson's resignation from the Board, the Board
(i) decreased the authorized number of directors on the Board from seven to six
and (ii) reconstituted the composition of its Audit Committee and Nominating and
Corporate Governance Committee. The Audit Committee now consists of Adam
Rosenberg (Chairperson), Simon Tate and Judith Dunn. The Nominating and
Corporate Governance Committee now consists of Simon Tate (Chairperson) and Liam
Ratcliffe. The Board has determined (i) that each member of the Audit Committee
meets the independence, financial sophistication and other requirements for
audit committee members set forth under applicable Nasdaq listing standards and
Rule 10A-3 of Schedule 14A under the Securities Exchange Act of 1934, as amended
(the Exchange Act), and (ii) that Mr. Rosenberg is an "audit committee financial
expert" as defined in the rules and regulations under the Exchange Act.
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