---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-113379"
form_type: "8-K"
ticker: null
cik: "0001633070"
company_name: "Axcella Health Inc."
filed_at: "2023-11-01T23:59:59+00:00"
generated_at: "2026-06-09T02:43:34.706719+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Axcella Health initiates Assignment for Benefit of Creditors and Plan of Dissolution; board and officers depart

## Summary
- Board and CEO & CLO resigned Nov 1, 2023; Craig Jalbert appointed President, Treasurer, Corporate Secretary and sole director.
- Company will assign substantially all assets to an assignee for the benefit of creditors; any residual value may go to stockholders.
- Stockholders must approve the Assignment and Dissolution at a special meeting; Nasdaq delisting expected.
- Company concluded no viable funding alternative existed; wind-down and dissolution are the only path forward.

## SEC filing metadata
- accession: 0001104659-23-113379
- form_type: 8-K
- cik: 0001633070
- company_name: Axcella Health Inc.
- filed_at: 2023-11-01T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/tm2329576d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-113379
- JSON: https://secwatch.observer/filing/0001104659-23-113379.json
- Plain text: https://secwatch.observer/filing/0001104659-23-113379.txt

## Key facts
- Executive change
  Robert Rosiello resigned as member of the Board at Axcella Health Inc..
  - Action: resigned
  - Role: member of the Board
  source text: On November 1, 2023, in connection with the Assignment (as defined below), Torben Straight Nissen, Ph.D., Michael Rosenblatt, M.D., William D. “Chip” Baird, Gary P. Pisano, Ph.D., Cristina M. Rondinone, Ph.D., Paul J. Sekhri, William R. Hinshaw, Jr., Martin Hendrix, Robert Rosiello and Catherine Angell Sohn, Pharm.D. each notified Axcella Health Inc. (the “Company,” “we,” “us,” “our,” and “Axcella”) of their respective resignations as members of the Company’s board of directors (the “Board”) and all committees thereof, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  Craig R. Jalbert was appointed as President, Treasurer, Corporate Secretary at Axcella Health Inc..
  - Action: appointed
  - Role: President, Treasurer, Corporate Secretary
  source text: On November 1, 2023, the Board appointed Craig R. Jalbert, age 61, as the Company’s President, Treasurer, Corporate Secretary, effective as of 12:00 a.m. on November 2, 2023, and sole member of the Board, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  Martin Hendrix resigned as member of the Board at Axcella Health Inc..
  - Action: resigned
  - Role: member of the Board
  source text: On November 1, 2023, in connection with the Assignment (as defined below), Torben Straight Nissen, Ph.D., Michael Rosenblatt, M.D., William D. “Chip” Baird, Gary P. Pisano, Ph.D., Cristina M. Rondinone, Ph.D., Paul J. Sekhri, William R. Hinshaw, Jr., Martin Hendrix, Robert Rosiello and Catherine Angell Sohn, Pharm.D. each notified Axcella Health Inc. (the “Company,” “we,” “us,” “our,” and “Axcella”) of their respective resignations as members of the Company’s board of directors (the “Board”) and all committees thereof, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  William D. "Chip" Baird resigned as member of the Board at Axcella Health Inc..
  - Action: resigned
  - Role: member of the Board
  source text: On November 1, 2023, in connection with the Assignment (as defined below), Torben Straight Nissen, Ph.D., Michael Rosenblatt, M.D., William D. “Chip” Baird, Gary P. Pisano, Ph.D., Cristina M. Rondinone, Ph.D., Paul J. Sekhri, William R. Hinshaw, Jr., Martin Hendrix, Robert Rosiello and Catherine Angell Sohn, Pharm.D. each notified Axcella Health Inc. (the “Company,” “we,” “us,” “our,” and “Axcella”) of their respective resignations as members of the Company’s board of directors (the “Board”) and all committees thereof, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  William R. Hinshaw, Jr. was terminated as President and Chief Executive Officer at Axcella Health Inc..
  - Action: terminated
  - Role: President and Chief Executive Officer
  source text: On November 1, 2023, in connection with the Assignment (as defined below), William R. Hinshaw, Jr. and Paul Fehlner were each notified by the Company of termination of their positions as President and Chief Executive Officer and Senior Vice President, Chief Legal Officer and Corporate Secretary, respectively, effective as of 11:59 p.m. on November 1, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  Paul Fehlner was terminated as Senior Vice President, Chief Legal Officer and Corporate Secretary at Axcella Health Inc..
  - Action: terminated
  - Role: Senior Vice President, Chief Legal Officer and Corporate Secretary
  source text: On November 1, 2023, in connection with the Assignment (as defined below), William R. Hinshaw, Jr. and Paul Fehlner were each notified by the Company of termination of their positions as President and Chief Executive Officer and Senior Vice President, Chief Legal Officer and Corporate Secretary, respectively, effective as of 11:59 p.m. on November 1, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  William R. Hinshaw, Jr. resigned as member of the Board at Axcella Health Inc..
  - Action: resigned
  - Role: member of the Board
  source text: On November 1, 2023, in connection with the Assignment (as defined below), Torben Straight Nissen, Ph.D., Michael Rosenblatt, M.D., William D. “Chip” Baird, Gary P. Pisano, Ph.D., Cristina M. Rondinone, Ph.D., Paul J. Sekhri, William R. Hinshaw, Jr., Martin Hendrix, Robert Rosiello and Catherine Angell Sohn, Pharm.D. each notified Axcella Health Inc. (the “Company,” “we,” “us,” “our,” and “Axcella”) of their respective resignations as members of the Company’s board of directors (the “Board”) and all committees thereof, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  Craig R. Jalbert was appointed as Sole member of the Board at Axcella Health Inc..
  - Action: appointed
  - Role: Sole member of the Board
  source text: On November 1, 2023, the Board appointed Craig R. Jalbert, age 61, as the Company’s President, Treasurer, Corporate Secretary, effective as of 12:00 a.m. on November 2, 2023, and sole member of the Board, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  Catherine Angell Sohn resigned as member of the Board at Axcella Health Inc..
  - Action: resigned
  - Role: member of the Board
  source text: On November 1, 2023, in connection with the Assignment (as defined below), Torben Straight Nissen, Ph.D., Michael Rosenblatt, M.D., William D. “Chip” Baird, Gary P. Pisano, Ph.D., Cristina M. Rondinone, Ph.D., Paul J. Sekhri, William R. Hinshaw, Jr., Martin Hendrix, Robert Rosiello and Catherine Angell Sohn, Pharm.D. each notified Axcella Health Inc. (the “Company,” “we,” “us,” “our,” and “Axcella”) of their respective resignations as members of the Company’s board of directors (the “Board”) and all committees thereof, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  Gary P. Pisano resigned as member of the Board at Axcella Health Inc..
  - Action: resigned
  - Role: member of the Board
  source text: On November 1, 2023, in connection with the Assignment (as defined below), Torben Straight Nissen, Ph.D., Michael Rosenblatt, M.D., William D. “Chip” Baird, Gary P. Pisano, Ph.D., Cristina M. Rondinone, Ph.D., Paul J. Sekhri, William R. Hinshaw, Jr., Martin Hendrix, Robert Rosiello and Catherine Angell Sohn, Pharm.D. each notified Axcella Health Inc. (the “Company,” “we,” “us,” “our,” and “Axcella”) of their respective resignations as members of the Company’s board of directors (the “Board”) and all committees thereof, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  Cristina M. Rondinone resigned as member of the Board at Axcella Health Inc..
  - Action: resigned
  - Role: member of the Board
  source text: On November 1, 2023, in connection with the Assignment (as defined below), Torben Straight Nissen, Ph.D., Michael Rosenblatt, M.D., William D. “Chip” Baird, Gary P. Pisano, Ph.D., Cristina M. Rondinone, Ph.D., Paul J. Sekhri, William R. Hinshaw, Jr., Martin Hendrix, Robert Rosiello and Catherine Angell Sohn, Pharm.D. each notified Axcella Health Inc. (the “Company,” “we,” “us,” “our,” and “Axcella”) of their respective resignations as members of the Company’s board of directors (the “Board”) and all committees thereof, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  Michael Rosenblatt resigned as member of the Board at Axcella Health Inc..
  - Action: resigned
  - Role: member of the Board
  source text: On November 1, 2023, in connection with the Assignment (as defined below), Torben Straight Nissen, Ph.D., Michael Rosenblatt, M.D., William D. “Chip” Baird, Gary P. Pisano, Ph.D., Cristina M. Rondinone, Ph.D., Paul J. Sekhri, William R. Hinshaw, Jr., Martin Hendrix, Robert Rosiello and Catherine Angell Sohn, Pharm.D. each notified Axcella Health Inc. (the “Company,” “we,” “us,” “our,” and “Axcella”) of their respective resignations as members of the Company’s board of directors (the “Board”) and all committees thereof, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  Paul J. Sekhri resigned as member of the Board at Axcella Health Inc..
  - Action: resigned
  - Role: member of the Board
  source text: On November 1, 2023, in connection with the Assignment (as defined below), Torben Straight Nissen, Ph.D., Michael Rosenblatt, M.D., William D. “Chip” Baird, Gary P. Pisano, Ph.D., Cristina M. Rondinone, Ph.D., Paul J. Sekhri, William R. Hinshaw, Jr., Martin Hendrix, Robert Rosiello and Catherine Angell Sohn, Pharm.D. each notified Axcella Health Inc. (the “Company,” “we,” “us,” “our,” and “Axcella”) of their respective resignations as members of the Company’s board of directors (the “Board”) and all committees thereof, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm
- Executive change
  Torben Straight Nissen resigned as member of the Board at Axcella Health Inc..
  - Action: resigned
  - Role: member of the Board
  source text: On November 1, 2023, in connection with the Assignment (as defined below), Torben Straight Nissen, Ph.D., Michael Rosenblatt, M.D., William D. “Chip” Baird, Gary P. Pisano, Ph.D., Cristina M. Rondinone, Ph.D., Paul J. Sekhri, William R. Hinshaw, Jr., Martin Hendrix, Robert Rosiello and Catherine Angell Sohn, Pharm.D. each notified Axcella Health Inc. (the “Company,” “we,” “us,” “our,” and “Axcella”) of their respective resignations as members of the Company’s board of directors (the “Board”) and all committees thereof, effective immediately.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1633070/000110465923113379/0001104659-23-113379-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.