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

DICE THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As further described below in Item 5.07 of this Current Report on Form 8-K, on June 7, 2023, at the Annual Meeting of Stockholders (the “Annual Meeting”) of DICE Therapeutics, Inc. (the “Company”), the Company’s stockholders approved an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”) to permit the exculpation of the Company’s officers from liability in certain circumstances. On June 7, 2023, the Company filed with the Secretary of State of the State of Delaware the Amended and Restated Certificate of Incorporation.

A description of the Amended and Restated Certificate of Incorporation is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2023 in the section entitled “Proposal No. 3 – Approval of an Amended and Restated Certificate of Incorporation to Permit the Exculpation of Officers,” which description is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

The final voting results for the Annual Meeting are as follows:

Proposal No. 1 – Election of Class II Directors

The Company’s stockholders elected the two Class II director nominees to the Company’s Board of Directors for a term of three years expiring with respect to each director at the annual meeting of stockholders to be held in 2026 and until such director’s successor is duly elected and qualified or until such director’s earlier resignation or removal, with the votes cast as follows:

Proposal No. 2 – Ratification of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023, with the votes cast as follows:

Proposal No. 3 – Approval of an Amended and Restated Certificate of Incorporation to permit the Exculpation of Officers

The Company’s stockholders approved the Amended and Restated Certificate of Incorporation to permit the exculpation of officers in certain circumstances, with the votes cast as follows:

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.