UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
||
(Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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 Instructions A.2. below):
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
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.
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 26, 2024, Harpoon Therapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Certificate of Designation of Preferences, Rights and Limitations of 8.000% Series A Redeemable Preferred Stock (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to reflect the one-for-ten reverse stock split of the Company’s common stock effected by the Company on September 1, 2023.
The foregoing is only a summary of the terms of the Certificate of Amendment, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and incorporated by reference herein.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description | |
3.1 | Certificate of Amendment to the Certificate of Designation of Preferences, Rights and Limitations of 8.000% Series A Redeemable Preferred Stock. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Harpoon Therapeutics, Inc. | ||||||
Date: January 29, 2024 | By: | /s/ Julie Eastland | ||||
Julie Eastland | ||||||
President and Chief Executive Officer |
Exhibit 3.1
HARPOON THERAPEUTICS, INC.
AMENDMENT TO
CERTIFICATE OF DESIGNATION OF PREFERENCES,
RIGHTS AND LIMITATIONS
OF
8.000% SERIES A REDEEMABLE PREFERRED STOCK
HARPOON THERAPEUTICS, INC. (the Corporation), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: The name of the Corporation is Harpoon Therapeutics, Inc.
SECOND: The date of filing of the original Designation of Preferences, Rights and Limitations of 8.000% Series A Redeemable Preferred Stock (the Certificate of Designation) with the Secretary of State of the State of Delaware was March 23, 2023.
THIRD: That this Certificate of Amendment to the Certificate of Designation amends the definition of Closing Price in Section 1 thereof to read in its entirety as follows, which amendment was duly adopted on January 7, 2024 by the Board of Directors of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware and duly approved on January 24, 2024 by the Requisite Holders (as defined in the Certificate of Designation) of Series A Preferred Stock of the Corporation.
Closing Price means $7.251 (as equitably adjusted to reflect changes in the Corporations capitalization from reverse stock splits, stock splits, stock dividends or comparable events that occur after January 26, 2024).
FOURTH: This Certificate of Amendment to the Certificate of Designation shall be effective upon filing with the Secretary of State of the State of Delaware.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, Harpoon Therapeutics, Inc. has caused this Certificate of Amendment to be duly executed and acknowledged in its name and on its behalf by an authorized officer as of January 26, 2024.
HARPOON THERAPEUTICS, INC. | ||
By: |
/s/ Julie Eastland | |
Name: Julie Eastland Title: President and Chief Executive Officer |
Document and Entity Information |
Jan. 26, 2024 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001708493 |
Current Fiscal Year End Date | --12-31 |
Document Type | 8-K |
Document Period End Date | Jan. 26, 2024 |
Entity Registrant Name | Harpoon Therapeutics, Inc. |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-38800 |
Entity Tax Identification Number | 47-3458693 |
Entity Address, Address Line One | 611 Gateway Boulevard |
Entity Address, City or Town | South San Francisco |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 94080 |
City Area Code | (650) |
Local Phone Number | 443-7400 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common stock, par value $0.0001 per share |
Trading Symbol | HARP |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
-8?2
M0$3;8T.P6BP^0"X99K>]9!:G
AZ-[UFHTM:9K-<:GB6UR--\OOAR5&U4