false 0001750149 --12-31 0001750149 2025-01-03 2025-01-03

 

 

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): January 3, 2025

 

 

INHIBIKASE THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-39676   26-3407249

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

3350 Riverwood Parkway SE, Suite 1900  
Atlanta, Georgia   30339
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (678) 392-3419

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):

 

  ☐

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
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.001 par value   IKT   The Nasdaq Stock Market LLC

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 Years.

A Special Meeting of Stockholders (the “Special Meeting”) of Inhibikase Therapeutics, Inc. (the “Company”) was held on January 3, 2025. As further described in Item 5.07 to this Current Report on Form 8-K, at the Special Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of the Company’s authorized shares of common stock from 100,000,000 shares to 500,000,000 shares and eliminate the 66 2/3% affirmative vote requirement for amendments to Section 1 of Article IV thereof, as described in the Company’s definitive proxy statement filed on November 18, 2024 with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The Certificate of Amendment was previously approved by the Company’s board of directors, subject to approval by the Company’s stockholders.

On January 3, 2025, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective upon filing.

The foregoing description 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 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Special Meeting was held on January 3, 2025. The following proposals were approved at the Special Meeting by the votes indicated:

Proposal One: To approve an amendment to Section 1 of Article IV of the Company’s Amended and Restated Certificate of Incorporation to increase the number of the Company’s authorized shares of common stock from 100,000,000 shares to 500,000,000 shares.

 

     Total Votes  

For

      62,498,487  

Against

      377,109  

Abstain

      7,970  

Broker Non-Votes

      0  

Proposal Two: To approve an amendment to the Company’s 2020 Equity Incentive Plan to increase the number of authorized shares of common stock reserved for issuance by 27,453,993 shares.

 

     Total Votes  

For

      59,536,802  

Against

      517,770  

Abstain

      3,623  

Broker Non-Votes

      2,825,372  

Proposal Three: To approve the repricing of certain outstanding stock options.

 

     Total Votes  

For

      59,274,474  

Against

      779,218  

Abstain

      4,503  

Broker Non-Votes

      2,825,372  

Proposal Four: To approve an amendment to Article XII of the Company’s Amended and Restated Certificate of Incorporation to eliminate the 66 2/3% affirmative vote requirement for amendments to Section 1 of Article IV thereof.

 

     Total Votes  

For

      59,852,638  

Against

      189,673  

Abstain

      15,884  

Broker Non-Votes

      2,825,372  

No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Number

   

Description

3.1    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant.
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.

 

Date: January 6, 2025     INHIBIKASE THERAPEUTICS, INC.
    By:  

/s/ Milton H. Werner, Ph.D.

      Milton H. Werner, Ph.D.
      President and Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

INHIBIKASE THERAPEUTICS, INC.

Inhibikase Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY THAT:

First: Article IV of the Certificate of Incorporation, as amended (the “Certificate of Incorporation”) of the Corporation is hereby amended by deleting Section 1 and replacing it with the following paragraph:

Section 1. This Corporation is authorized to issue two classes of stock, to be designated, respectively, Common Stock and Preferred Stock. The total number of shares of stock that the Corporation shall have authority to issue is five hundred ten million (510,000,000) shares, of which five hundred million (500,000,000) shares are Common Stock, $0.001 par value, and ten million (10,000,000) shares are Preferred Stock, $0.001 par value.

Second: Article XII of the Certificate of Incorporation of the Corporation is hereby amended and replaced in its entirety to read as follows:

“The Corporation reserves the right to amend or repeal any provision contained in this Amended and Restated Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or any provision of law that might otherwise permit a lesser vote or no vote, the Board of Directors acting pursuant to a resolution adopted by a majority of the Board of Directors and the affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the then outstanding voting securities of the Corporation, voting together as a single class, shall be required for the amendment, repeal or modification of the provisions of Section 2 and Section 3 of Article IV, Section 1 and Section 2 of Article V, Article VI, Section 5 of Article VII, Article VIII, Article XI or Article XII of this Amended and Restated Certificate of Incorporation.”

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment of Certificate of Incorporation to be signed by its President and Chief Executive Officer on January 3, 2025.

 

INHIBIKASE THERAPEUTICS, INC.
By:   /s/ Milton H. Werner, Ph.D.
Name: Milton H. Werner, Ph.D.
Title: President and Chief Executive Officer
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Document and Entity Information
Jan. 03, 2025
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001750149
Current Fiscal Year End Date --12-31
Document Type 8-K
Document Period End Date Jan. 03, 2025
Entity Registrant Name INHIBIKASE THERAPEUTICS, INC.
Entity Incorporation State Country Code DE
Entity File Number 001-39676
Entity Tax Identification Number 26-3407249
Entity Address, Address Line One 3350 Riverwood Parkway SE
Entity Address, Address Line Two Suite 1900
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30339
City Area Code (678)
Local Phone Number 392-3419
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.001 par value
Trading Symbol IKT
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
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