Form 8-K - Current report

Harpoon Therapeutics, Inc.

Date: January 29, 2024

/s/ Julie Eastland

Julie Eastland

President and Chief Executive Officer

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 26, 2024

Harpoon Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-38800

47-3458693

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

611 Gateway Boulevard

South San Francisco, California

94080

(Address of Principal Executive Offices)

(Zip Code)

(650) 443-7400

(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 Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	HARP	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 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.

Exhibit 3.1

HARPOON THERAPEUTICS, INC.

AMENDMENT TO

CERTIFICATE OF DESIGNATION OF PREFERENCES,

RIGHTS AND LIMITATIONS

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 Corporation’s 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