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 Act of 1934

Date of Report (Date of earliest event reported): May 6, 2019

APTINYX INC.
(Exact name of registrant as specified in its charter)

Delaware
001-38535
45-4626057
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification Number)

909 Davis Street, Suite 600
Evanston, IL
 
60201
(Address of principal executive offices)
(Zip Code)

 (847) 871-0377
(Registrant’s telephone number, including area code)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
 
Trading symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
APTX
 
The Nasdaq Global Select Market

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

On May 7, 2019, Aptinyx Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to report under Item 5.02 that the Board of Directors of the Company (the “Board”) unanimously appointed Henry O. Gosebruch to the Board. Pursuant to Item 5.02(d) of Form 8-K, the Company is now filing this Amendment No. 1 to disclose the committee of the Board to which Mr. Gosebruch has been appointed. The disclosure included in Item 5.02 of the Original 8-K otherwise remains unchanged. Item 5.02 of the Original 8-K is amended to read in its entirety as follows:

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

On May 6, 2019, the Board unanimously appointed Henry O. Gosebruch to the Board. Upon his appointment to the Board, Mr. Gosebruch became a member of the class of directors with terms expiring at the 2021 Annual Meeting of Stockholders of the Company. On August 28, 2019, the Board appointed Mr. Gosebruch to serve as a member of the Compensation and Management Development Committee of the Board.

The Board has determined that Mr. Gosebruch qualifies as an independent director and is qualified to serve under the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) and the listing rules of the Nasdaq Stock Market LLC. For his service on the Board, Mr. Gosebruch will receive the same compensation as other non-employee directors, as described in the Company’s most recent proxy statement filed with the SEC. Mr. Gosebruch has also entered into the Company’s standard form of indemnification agreement.

Mr. Gosebruch, age 46, has served as executive vice president and chief strategy officer at AbbVie Inc. (“AbbVie”), a global biopharmaceutical company since 2015. As a member of AbbVie’s executive team, he is responsible for corporate strategy, business development and acquisitions, search and evaluation, alliance management, early-stage collaborations, and the company’s corporate strategic venture capital arm, AbbVie Ventures. Prior to joining AbbVie, Mr. Gosebruch spent more than 20 years as a member of J.P. Morgan’s North American M&A Group, most recently as its co-head. Mr. Gosebruch graduated from the Wharton School at the University of Pennsylvania. The Company believes Mr. Gosebruch is qualified to serve on the Board based on his knowledge and expertise within the life sciences industry.

There are no arrangements or understandings between Mr. Gosebruch and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships between Mr. Gosebruch and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Aptinyx Inc.
     
Date: August 28, 2019
By:
/s/ Norbert G. Riedel
   
Norbert G. Riedel
   
President and Chief Executive Officer

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