INCORPORATION BY REFERENCE
This Report of Foreign Private Issuer on Form 6-K (the Report) shall be deemed to be incorporated
by reference into the registration statements on Form F-3 (File No.
333-259444) and Form S-8 (File Nos.
333-242129, 333-242133,
333-259852 and 333-265634) of Freeline Therapeutics Holdings plc
(including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
COURT MEETING OF SHAREHOLDERS AND GENERAL MEETING OF SHAREHOLDERS
As previously disclosed in the Report of Foreign Private Issuer on Form 6-K dated November 22, 2023 by Freeline
Therapeutics Holdings plc (the Company or Freeline), on November 22, 2023, the Company entered into an Implementation Agreement (the Implementation Agreement) with Bidco 1354 Limited, a
wholly owned subsidiary of Syncona Portfolio Limited (collectively referred to as Syncona). Pursuant to the terms of the Implementation Agreement, Syncona has agreed to acquire the entire issued and to be issued share capital of
the Company (the Company Shares) for $6.50 in cash per American Depositary Share (ADS), excluding any treasury shares, any Company Shares held by Bidco or its affiliates, and
certain pre-initial public offering equity awards forfeited upon the termination of the holders employment (collectively, the Excluded Shares). Under the terms of the
Implementation Agreement, the proposed acquisition (the Acquisition) would be implemented by means of a scheme of arrangement to be undertaken by the Company pursuant to Part 26 of the UK Companies Act 2006 (a
Scheme).
On December 8, 2023, the Company, together with Syncona and other entities and persons specified therein (the
Filing Persons), filed a Transaction Statement on Schedule 13E-3 relating to the Acquisition (the Transaction Statement). On January 17, 2024, the Filing Persons
filed an amendment to the Transaction Statement that, among other things, announced the publication of a scheme circular setting out further information relating to the Scheme (the Scheme Circular). The Scheme Circular includes a
notice convening a meeting of the shareholders of the Company, as permitted pursuant to an order of the High Court of Justice of England and Wales, at which holders of Company Shares that are not Excluded Shares will be asked to approve the Scheme
(the Court Meeting) and a notice convening a general meeting of the shareholders of the Company to approve certain other matters in connection with the Scheme (the General Meeting). The Court Meeting and the
General Meeting will each be held at the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 22 Bishopsgate, London, EC2N 4BQ, United Kingdom, on February 12, 2024 at 2:30 p.m. (GMT) and 2:45 p.m. (GMT) (or as soon thereafter as the
Court Meeting has been concluded or adjourned), respectively. A copy of the Scheme Circular is furnished herewith as Exhibit 99.1 to this Report.
A copy
of the form of proxy card for the Court Meeting, form of proxy card for the General Meeting, form of voting instruction card for holders of ADSs and form of the ADS depositarys notice to holders of ADSs of the Court Meeting and General
Meeting, are furnished herewith as Exhibits 99.2, 99.3, 99.4 and 99.5, respectively, to this Report.
FURTHER INFORMATION
This Report is being made in respect of the proposed Acquisition. This communication is not a substitute for the Transaction Statement, Scheme Circular, or any
other document that may be filed or furnished by the Company with the SEC. The Acquisition will be made solely by the Scheme Circular, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect
of the Scheme. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE ENTIRE TRANSACTION STATEMENT AND SCHEME CIRCULAR (WHICH WILL INCLUDE AN EXPLANATORY STATEMENT IN RESPECT OF THE SCHEME IN ACCORDANCE WITH THE REQUIREMENTS OF THE U.K.
COMPANIES ACT 2006) AND OTHER RELEVANT DOCUMENTS AS AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE ACQUISITION AND RELATED MATTERS. In addition to receiving the Transaction Statement and the
Scheme Circular by mail, you may obtain copies of these documents, as well as all documents filed with or furnished to the SEC regarding this Acquisition, free of charge, at the SECs website (www.sec.gov) or from Freeline at
https://www.freeline.life or by directing a request to Freeline at investor@freeline.life. Any voting decision or response in relation to the acquisition should be made solely on the basis of the Scheme Circular. This Report does not constitute a
prospectus or a prospectus equivalent document.