false 0001708493 --12-31 0001708493 2024-01-26 2024-01-26

 

 

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.

 

    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 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

v3.24.0.1
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
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