Amended Current Report Filing (8-k/a)
October 11 2019 - 8:35AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 8, 2019
Neoleukin Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-36327
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98-0542593
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(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS. Employer Identification No.)
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360-1616
Eastlake Avenue East
Seattle, Washington 98102
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code: (206) 732-2133
N/A
(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.000001
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NLTX
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The Nasdaq Stock Market LLC
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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. ☒
Explanatory Note
This Current Report on Form 8-K/A (this Amendment) is being filed by Neoleukin Therapeutics, Inc.
(formerly known as Aquinox Pharmaceuticals, Inc.), a Delaware corporation (the Company), to amend its Current Report on Form 8-K (the Prior
8-K) filed with the Securities and Exchange Commission (the SEC) on August 12, 2019, in connection with the completion of the transaction among the Company, Neoleukin Therapeutics, Inc.,
a Delaware corporation (Neoleukin), and Apollo Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (Merger Sub) in accordance with the terms of the Agreement and Plan of Merger, dated as of
August 5, 2019 (the Merger Agreement). Pursuant to the Merger Agreement, the Merger Sub merged with and into Neoleukin (the Merger), with Neoleukin surviving the Merger as a wholly owned subsidiary of the Company.
The Company is filing this Amendment solely to provide the audited financial statements of Neoleukin as of December 31, 2018 and for the period from
June 4, 2018 (inception) through December 31, 2018, the unaudited financial statements of Neoleukin for the six-month period ended June 30, 2019 and for the period from June 4, 2018
(inception) to June 30, 2018 and the unaudited pro forma condensed combined financial statements as of June 30, 2019 and for the six-month period ended June 30, 2019 and for the year ended
December 31, 2018. Except for the foregoing, this Amendment does not modify or update any other disclosure contained in the Prior 8-K.
Item 9.01.
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Financial Statements and Exhibits.
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(a) Financial Statements of Business Acquired
Audited financial statements of Neoleukin as of December 31, 2018 and for the period from June 4, 2018 (inception) through December 31, 2018,
filed herewith and attached hereto as Exhibit 99.1, are incorporated herein by reference.
Unaudited financial statements of Neoleukin for the six-month period ended June 30, 2019 and for the period from June 4, 2018 (inception) to June 30, 2018, filed herewith and attached hereto as Exhibit 99.2, are incorporated herein by reference.
(b) Pro Forma Financial Information
The
unaudited pro forma condensed combined financial statements as of June 30, 2019 and for the six-month period ended June 30, 2019 and for the year ended December 31, 2018, filed herewith and
attached hereto as Exhibit 99.3, are incorporated herein by reference.
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(d) Exhibits
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Exhibit No.
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Exhibit
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99.1
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Audited financial statements of Neoleukin Therapeutics, Inc. as of December 31, 2018 and for the period from June 4, 2018 (inception) through December 31, 2018
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99.2
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Unaudited financial statements of Neoleukin Therapeutics, Inc. as of June 30, 2019 and December 31, 2018 and for the six-month period ended June
30, 2019 and for the period from June 4, 2018 (inception) to June 30, 2018
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99.3
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Unaudited pro forma condensed combined financial statements as of June 30, 2019 and for the six-month period ended June
30, 2019 and for the year ended December 31, 2018
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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Date: October 11, 2019
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Neoleukin Therapeutics, Inc.
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By:
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/s/ Kamran Alam
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Name:
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Kamran Alam
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Title:
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Interim Chief Financial Officer
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