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EX-3.1 - EX-3.1 - Neoleukin Therapeutics, Inc. | d688616dex31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 12, 2014
Aquinox Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-36327 | 98-0542593 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
450-887 Great Northern Way, Vancouver, B.C., Canada V5T 4T5 |
V5T 4T5 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (604) 629-9223
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 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws
Amendment and Restatement of Certificate of Incorporation
On March 12, 2014, Aquinox Pharmaceuticals, Inc. (the Company) filed an amended and restated certificate of incorporation (the Restated Certificate) with the Secretary of State of the State of Delaware in connection with the closing of the Companys initial public offering of shares of its common stock. As described in the Companys Registration Statement on Form S-1, as amended (File No. 333-193615), the Companys board of directors and stockholders previously approved the Restated Certificate to be effective upon the closing of the initial public offering.
A copy of the Restated Certificate is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Amendment and Restatement of Bylaws
Effective as of March 12, 2014, the Company adopted amended and restated bylaws (the Restated Bylaws) in connection with the closing of the Companys initial public offering of shares of its common stock. The Companys board of directors and stockholders previously approved the Restated Bylaws to be adopted in connection with, and to be effective upon, the closing of the Companys initial public offering.
A copy of the Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. |
Description | |
3.1 | Amended and Restated Certificate of Incorporation of Aquinox Pharmaceuticals, Inc. | |
3.2 (1) | Amended and Restated Bylaws of Aquinox Pharmaceuticals, Inc. |
(1) | Filed as Exhibit 3.5 to Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-193615), filed with the Securities and Exchange Commission on February 28, 2014, and incorporated herein by reference. |
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.
Aquinox Pharmaceuticals, Inc. | ||||||
Dated: March 12, 2014 | ||||||
By: | /s/ Kamran Alam | |||||
Kamran Alam | ||||||
Chief Financial Officer |
INDEX TO EXHIBITS
Exhibit No. |
Description | |
3.1 | Amended and Restated Certificate of Incorporation of Aquinox Pharmaceuticals, Inc. | |
3.2 (1) | Amended and Restated Bylaws of Aquinox Pharmaceuticals, Inc. |
(1) | Filed as Exhibit 3.5 to Amendment No. 1 to the Registrants Registration Statement on Form S-1 (File No. 333-193615), filed with the Securities and Exchange Commission on February 28, 2014, and incorporated herein by reference. |