Item 8.01 Other Events.
On May 4, 2023, after completing a review of the strategic options
available to Aptinyx Inc. (the “Company”), the Company’s board of directors (the “Board”) deemed it in the
best interests of the Company and its stockholders that the Company be dissolved.
Plan of Dissolution
On May 4, 2023, the Board of the Company approved a plan of liquidation
and dissolution of the Company (the “Plan of Dissolution”), subject to the approval of the Company’s stockholders. The
Company intends to call a special meeting of stockholders (the “Special Meeting”) to seek approval of the Plan of Dissolution
and will file proxy materials relating to the Special Meeting with the Securities and Exchange Commission as soon as practicable. A copy
of the Plan of Dissolution is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Resignation of Directors
Following the approval of the Plan of Dissolution by the Board, on
May 4, 2023, Henry O. Gosebruch, Terry Gould, Adam M. Koppel, Joan W. Miller, Rachel E. Sherman, Norbert G. Riedel, and Andrew Kidd,
each notified the Company of their respective resignations as members of the Company’s board of directors, effective immediately.
The resignations of Henry O. Gosebruch, Terry Gould, Adam M. Koppel, Joan W. Miller, Rachel E. Sherman, Norbert G. Riedel, and Andrew
Kidd from the Company’s board of directors were not due to any disagreements with the Company on any matters relating to the Company’s
operations, policies or practices.
Departure of Executive Officers
In connection with the Plan of Dissolution described above, certain
members of the executive team at the Company were terminated from their positions. Each of Andy Kidd, Chief Executive Officer and principal
executive officer of the Company, Ashish Khanna, Chief Business Officer and Chief Financial Officer, principal financial officer and principal
accounting officer of the Company, and Norbert Riedel, Executive Chairman of the Company, has agreed on a separation from the Company
effective as of May 5, 2023 (the “Separation Date”), and each has entered into a separation agreement with the Company
whereby each of them will receive their severance and health benefits payments in a lump sum cash payment following their termination.
Following the Separation Date, each of them will be entitled to the benefits in connection with a termination without cause in connection
with a dissolution in accordance with their existing employment agreements with the Company, the form of which is filed as Exhibit 10.8
to the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, except that the severance benefits they
may be entitled to under their respective employment agreement with the Company shall be made as lump sum payments.
Mr. Kidd has entered into a consulting arrangement with the Company,
pursuant to which he will continue to act as the chief executive officer and will act as the interim principal executive officer, principal
financial officer and principal accounting officer of the Company and provide certain additional services to the Company following the
Separation Date, and will be compensated in the amount of $375 per hour. This agreement can be terminated at any time by the Company,
and by Mr. Kidd with thirty (30) days’ notice.
Election of Director and Officer
In connection with the approval of the Plan of Dissolution, the Board
appointed Craig Jalbert, age 61, as the Company's President, Treasurer, Corporate Secretary, effective May 5, 2023, and a Class I
director, effective May 4, 2023. The term of the Company’s Class I directors, including Mr. Jalbert, expires on the
date of the Company’s annual meeting of stockholders to be held in 2025 or upon the election and qualification of successor directors.
Mr. Jalbert has not been appointed to any committee of the Board and as of the date hereof is not expected to be appointed to any
committee of the Board.
Mr. Jalbert has served as a principal of the Foxborough, Massachusetts
accounting firm of Verdolino & Lowey, P.C. since 1987. For over 30 years he has focused his practice in distressed businesses
and has served, and continues to serve, in the capacities of officer and director for numerous firms in their wind-down phases.
In connection with his appointment and the Plan of Dissolution, Mr. Jalbert
will be compensated in the amount of $10,000 per month. If the stockholders approve the dissolution and the Board determines to implement
the dissolution, following the filing of the certificate of dissolution with the Secretary of State of the State of Delaware, Mr. Jalbert
will be compensated in the amount of $50,000 per year for a period of three years. There is no arrangement or understanding pursuant to
which Mr. Jalbert was appointed to the Board. There are no family relationships between Mr. Jalbert and any director or executive
officer of the Company, and Mr. Jalbert has no direct or indirect material interest in any transaction required to be disclosed pursuant
to Item 404(a) of Regulation S-K. Following Mr. Jalbert’s appointment, the Board shall consist of two directors, Mr. Jalbert
and Robert J. Hombach.
As previously disclosed, including in the Company’s Current Report
on Form 8-K filed on December 8, 2022, the Company is not in compliance with Nasdaq listing requirements with regard to the
minimum bid price of its common stock and the minimum number of audit committee members. As a result of the resignation of the members
of the Board described above, the Company is not in compliance with certain additional Nasdaq listing requirements relating to Board and
Board committee composition. As a result of the Board’s approval of the Plan of Dissolution, the Company does not intend to take
steps to remedy its non-compliance with the Nasdaq listing requirements.