Nkarta Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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
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Item 3.03 Material Modification to Rights of Security Holders.
To the extent required, the information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The 2024 annual meeting of stockholders (the “Annual Meeting”) of Nkarta, Inc. (the “Company”) was held on June 13, 2024, at which stockholders approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation (the “Charter”) to increase the number of total authorized shares of the Company’s common stock, $0.0001 par value per share, from 100,000,000 to 200,000,000 shares. The Amendment became effective immediately upon filing with the Secretary of State of the State of Delaware on June 13, 2024. The Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Results of the voting at the Annual Meeting are set forth below.
Election of Directors. The stockholders elected the following three Class I directors to serve until the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified. The voting results were as follows:
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For |
Withheld |
Broker Non-Votes |
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Paul Hastings |
49,935,465 |
6,086,347 |
2,957,724 |
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Angela Thedinga, M.B.A, M.P.H. |
49,271,332 |
6,750,480 |
2,957,724 |
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George Vratsanos, M.D. |
55,902,624 |
119,188 |
2,957,724 |
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Ratification of Appointment of Ernst & Young LLP. The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The voting results were as follows:
For |
Against |
Abstain |
Broker Non-Votes |
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58,905,069 |
60,462 |
14,005 |
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Approval of Amendment to Certificate of Incorporation. The stockholders approved the amendment of the Company’s Charter to increase the number of total authorized shares of the Company's common stock, $0.0001 par value per share, from 100,000,000 to 200,000,000 shares. The voting results were as follows:
For |
Against |
Abstain |
Broker Non-Votes |
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57,370,688 |
1,579,419 |
29,429 |
— |
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Item. 7.01 Regulation FD Disclosure.
On June 13, 2024, the Company issued a press release announcing the election of Dr. George Vratsanos to the Company’s Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be, or be deemed, incorporated by reference in any filings under the Securities Act of 1933, as amended (the
“Securities Act”), unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Securities Act or the Exchange Act.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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3.1 |
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Certificate of Amendment of Restated Certificate of Incorporation. |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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Nkarta, Inc. |
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Date: June 13, 2024 |
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By: |
/s/ Alicia Hager |
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Alicia J. Hager, J.D., Ph.D. |
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Chief Legal Officer |
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