Additional Proxy Soliciting Materials (definitive) (defa14a)
October 02 2019 - 8:39AM
Edgar (US Regulatory)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the
Registrant ☒ Filed by a Party other than the
Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to § 240.14a-12
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Neoleukin Therapeutics, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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3.
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was determined):
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4.
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Proposed maximum aggregate value of transaction:
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5.
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Total fee paid:
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☐
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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6.
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Amount Previously Paid:
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7.
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Form, Schedule or Registration Statement No.:
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Filing Party:
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9.
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Date Filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on November 12, 2019.
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NEOLEUKIN THERAPEUTICS,
INC.
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Meeting Information
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Meeting Type: Annual Meeting
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For holders as of: September 18, 2019
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Date: November 12, 2019 Time: 1:30 p.m. local
time
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Location:
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Fenwick & West LLP
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1191 2nd Avenue
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FI.
10
Seattle, Washington 98101
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NEOLEUKIN THERAPEUTICS, INC.
C/O PROXY SERVICES
P.O. BOX 9142
FARMINGDALE, NY 11735
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You are receiving this communication
because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy
materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important
information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and
voting instructions.
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Before You Vote
How to Access the Proxy Materials
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Proxy
Materials Available to VIEW or RECEIVE:
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2018 ANNUAL
REPORT PROXY STATEMENT
How to View Online:
Have the information that is printed in the box marked by the arrow
(located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these
documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY
E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that
is printed in the box marked by the arrow
(located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the
request as instructed above on or before October 29, 2019 to facilitate timely delivery.
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How To Vote
Please Choose One of the Following Voting Methods
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Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance
ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to
www.proxyvote.com. Have the information that is printed in the box marked by the arrow
(located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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The Board of Directors recommends you vote FOR the following:
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1.
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Election of Directors
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Nominees:
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01)
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Jonathan G. Drachman
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02)
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Sarah B. Noonberg
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The Board of Directors recommends you vote FOR the following proposals:
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2.
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To approve the conversion of 101,927 shares of the companys non-voting convertible preferred stock issued
to the former equity holders of Neoleukin Therapeutics, Inc. (Former Neoleukin) in connection with the completed acquisition of Former Neoleukin, into 10,192,700 shares of the companys common stock.
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To approve an amendment to the companys Amended and Restated Certificate of Incorporation to increase the
number of authorized shares of common stock from 50,000,000 to 100,000,000.
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4.
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To approve, at the discretion of the Board of Directors, an amendment to the companys Amended and
Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-5, with the exact ratio to be set within that range at the discretion of the Board of Directors before December 31,
2020, and a corresponding reduction in the number of authorized shares of common stock, without further approval or authorization of the stockholders.
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5.
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To approve amendments to the companys 2014 Equity Incentive Plan to, among other things, increase the
number of shares of the companys common stock available for grant and issuance thereunder by 4,500,000 shares.
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6.
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To ratify the appointment of Deloitte LLP as the independent registered public accounting firm of the company
for its fiscal year ending December 31, 2019.
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To approve one or more adjournments of the Annual Meeting to a later date or dates if necessary or appropriate
to solicit additional proxies if there are insufficient votes to approve the Proposal Nos. 1 through 6 at the time of the Annual Meeting or in the absence of a quorum.
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NOTE: In their discretion, the proxies are authorized to vote upon such business as may properly come
before the meeting.
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The Board of Directors recommends you vote FOR the following:
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1.
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Election of Directors
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Nominees:
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01)
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Jonathan G. Drachman
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02)
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Sarah B. Noonberg
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The Board of Directors recommends you vote FOR the following proposals:
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3.
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To approve an amendment to the companys Amended and Restated Certificate of Incorporation to increase the
number of authorized shares of common stock from 50,000,000 to 100,000,000.
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4.
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To approve, at the discretion of the Board of Directors, an amendment to the companys Amended and
Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-5, with the exact ratio to be set within that range at the discretion of the Board of Directors before December 31,
2020, and a corresponding reduction in the number of authorized shares of common stock, without further approval or authorization of the stockholders.
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5.
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To approve amendments to the companys 2014 Equity Incentive Plan to, among other things, increase the
number of shares of the companys common stock available for grant and issuance thereunder by 4,500,000 shares.
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6.
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To ratify the appointment of Deloitte LLP as the independent registered public accounting firm of the company
for its fiscal year ending December 31, 2019.
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7.
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To approve one or more adjournments of the Annual Meeting to a later date or dates if necessary or appropriate
to solicit additional proxies if there are insufficient votes to approve the Proposal Nos. 1 through 6 at the time of the Annual Meeting or in the absence of a quorum.
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NOTE: In their discretion, the proxies are authorized to vote upon such business as may properly come
before the meeting.
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