Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On December 15, 2022, the Board of Directors (the "Board") of ARCA biopharma, Inc. (the "Company") elected James Flynn, as a director of the Company. Mr. Flynn was elected for a term expiring at the Company's 2025 annual stockholders' meeting. A copy of the press release announcing Mr. Flynn's appointment is attached hereto as Exhibit 99.1, the contents of which are incorporated herein by reference.

Mr. Flynn is currently a Managing Member and Portfolio Manager of Nerium Capital LLC, an investment adviser he founded in 2021. Nerium Capital LLC is the General Partner of Nerium Partners LP, a healthcare focused investment partnership. Mr. Flynn also currently serves as a Board Member for Axiom Health, a provider of software and big-data solutions to the healthcare industry, since 2022, and has been an advisor to the company since 2020. From 2017 to 2018, Mr. Flynn worked as a therapeutics analyst at Aptigon Capital (a Citadel Company), an investment firm. Prior to that, from 2003 to 2017, Mr. Flynn served in various roles at Amici Capital, LLC, an investment firm, including healthcare portfolio manager (2008 to 2017). From 2002 to 2003, Mr. Flynn worked in the credit research/high yield group at Putnam Investments, an investment firm. Mr. Flynn earned a S.B. degree in Management Science with a concentration in Finance and a minor in Economic Science from the Massachusetts Institute of Technology (MIT). Mr. Flynn is a Chartered Financial Analyst (CFA) charterholder.

In June 2022, the Company entered into a Cooperation Agreement with Cable Car Capital LLC and its affiliates that includes, among other terms, customary standstill provisions and the right for Cable Car to nominate an additional director nominee at the Company's 2022 Annual Stockholder Meeting. The Company and Cable Car initiated a process and subsequently identified a mutually acceptable second independent director, Mr. Flynn, to join the Company's Board of Directors. Mr. Flynn was elected as Director at the 2022 annual meeting of stockholders.

On December 15, 2022, pursuant to the Company's Director Compensation Policy, the Company also granted Mr. James Flynn an option to purchase 12,000 shares of common stock at an exercise price of $2.32 per share, the closing price of the Company's common stock on The NASDAQ Capital Market on December 15, 2022. The option is subject to the terms and conditions of the Company's 2020 Equity Incentive Plan (the "Plan") and the Company's standard forms of Stock Option Agreement and Option Grant Notice under the Plan. The option vests in 36 equal monthly installments beginning on December 15, 2022, assuming Mr. Flynn's continued service on the Board for such periods.

On the same day, the Company also approved paying compensation to its existing non-employee directors, pursuant to the Company's Director Compensation Policy, by granting to Dr. Linda Grais, Dr. Anders Hove, Mr. Robert Conway, Mr. Daniel Mitchell, Dr. Raymond Woosley and Mr. Jacob Ma-Weaver options to purchase 6,000 shares of common stock at an exercise price of $2.32 per share, the closing price of the Company's common stock on December 15, 2022. The options are subject to the terms and conditions of the Plan and the Company's standard forms of Stock Option Agreement and Option Grant Notice for the Plan. The options vest in 12 equal monthly installments beginning on December 15, 2022, assuming Dr. Grais', Dr. Hove's, Mr. Conway's, Mr. Mitchell's, Dr. Woosley's and Mr. Ma-Weaver's continued service on the Board for such periods.

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

On December 15, 2022, the Company held the 2022 Annual Meeting at which the Company's stockholders voted upon (i) the election of Company nominees, Drs. Linda Grais and Anders Hove and Mr. James Flynn, to the Board for a three-year term ending at the 2025 Annual Meeting of Stockholders, (ii) the ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 and (iii) the approval of, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement.

The stockholders elected the director nominees, ratified the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022, and approved the resolution concerning the advisory vote on the compensation of the Company's named executive officers. The tabulation of votes cast with respect to each matter voted upon, as applicable, was as follows:



1. Election of Directors:

Nominee              For      Withheld   Broker Non-Votes
Dr. Linda Grais   5,625,386   192,401        3,296,871
Dr. Anders Hove   5,331,324   486,463        3,296,871
Mr. James Flynn   5,616,593   201,194        3,296,871

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2. Ratification of the selection of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022:




   For      Against   Abstentions   Broker Non-Votes
8,980,366   116,906     17,386             -



3. Executive Compensation:


   For      Against   Abstentions   Broker Non-Votes
5,301,245   456,787     59,755         3,296,871

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.


Exhibit           Description
 Number

99.1                Press Release titled "James Flynn Joins ARCA biopharma Board
                  of Directors" dated December 19, 2022  .
104               Cover Page Interactive Data File (embedded within the inline
                  XBRL document).

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