SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

Neoleukin Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.000001 per share

(Title of Class of Securities)

64049K104

(CUSIP Number)

Jonathan G. Drachman

c/o Neoleukin Therapeutics

1616 Eastlake Avenue East, #360

Seattle, Washington 98102

(206) 732-2133

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copy to:

Effie Toshav

Fenwick & West LLP

1191 Second Avenue

10^th Floor

Seattle, Washington 98101

December 20, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ☐

Note Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	NAMES OF REPORTING PERSONS Jonathan G. Drachman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 2,198,686
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 2,198,686
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,198,686
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8%(1)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN

(1) Based on 37,977,381 shares of the Issuer’s Common Stock (as such terms are defined below) outstanding on December 20, 2019.

  Item 1. Security and Issuer

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.000001 per share (“Common Stock”), of Neoleukin Therapeutics, Inc. (the “Issuer”), a Delaware corporation. The principal executive offices of the Issuer are located at 1616 Eastlake Avenue East, #360, Seattle, Washington 98102.

  Item 2. Identity and Background

(a) This Schedule 13D is being filed on behalf of Jonathan G. Drachman (the “Reporting Person”).

(b) The address of the Reporting Person is c/o Neoleukin Therapeutics, 1616 Eastlake Avenue East, #360, Seattle, Washington 98102.

(c) The Reporting Person’s present principal occupation is as the Chief Executive Officer and President of the Issuer.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States.

  Item 3. Source and Amount of Funds or Other Consideration

On August 8, 2019, the Issuer completed a merger transaction whereby Neoleukin Therapeutics, Inc., a Delaware corporation (“Former Neoleukin”), merged with Apollo Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer in accordance with the terms of the Agreement and Plan of Merger, dated as of August 5, 2019, with Former Neoleukin surviving as a wholly-owned subsidiary of the Issuer (the “Merger”).

In connection with the closing of the Merger, on August 8, 2019, in consideration for the shares of Former Neoleukin held by the Reporting Person, the Reporting Person received 568,039 shares of the Issuer’s common stock (the “Common Stock”) and 12,616 shares of the Issuer’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”).

On September 9, 2019, the Reporting Person purchased 76,822 shares of Common Stock for a weighted average purchase price of $2.845 per share with personal funds.

On September 10, 2019, the Reporting Person purchased 36,742 shares of Common Stock for a weighted average purchase price of $3.0834 per share with personal funds.

On September 11, 2019, the Reporting Person purchased 136,436 shares of Common Stock for a weighted average purchase price of $3.2975 per share with personal funds.

On November 12, 2019, 12,616 shares of the Series A Preferred Stock held by the Reporting Person automatically converted into 1,261,600 shares of Common Stock (the “Preferred Stock Conversion”).

On December 17, 2019, the Issuer entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities Inc. and Piper Jaffray & Co. (the “Representatives), as representatives of the several underwriters listed on Schedule A thereto (the “Underwriters”), relating to a public offering (the “Offering”) of an aggregate of 10,263,750 shares of Common Stock, including 1,338,750 shares issued to the Underwriters upon exercise of an option to purchase additional shares, at a public purchase price of $8.40 per share. The Offering closed on December 20, 2019.

Pursuant to the Offering, on December 20, 2019, the Reporting Person purchased 119,047 shares of Common Stock at the public purchase price of $8.40 per share. The Reporting Person purchased the Common Stock with his personal funds.

  Item 4. Purpose of Transaction

The information in Item 3 is incorporated herein by reference.

The Reporting Person acquired the Common Stock for investment purposes. The Reporting Person may, from time to time, depending upon market conditions and other factors deemed relevant by the Reporting Person, acquire shares of common stock or warrants of the Issuer. The Reporting Person reserves the right to, and may in the future choose to, change his purpose with respect to the investment and take such actions as he deems appropriate in light of the circumstances including, without limitation, to dispose of, in the open market, in a privately negotiated transaction, by transfer, by exchange or by gift, all or a portion of the shares of Common Stock or other securities of the Issuer which he now owns or may hereafter acquire. Any decision of the Reporting Person to increase his holdings in Common Stock or securities convertible into Common Stock, will depend, however, on numerous factors, including, without limitation, the price of shares of Common Stock, the terms and conditions related to their purchase and sale, the prospects and profitability of the Issuer, other business and investment alternatives of the Reporting Person, tax considerations and general economic and market conditions. At any time, the Reporting Person may determine to dispose of some or all of his holdings of Common Stock depending on those and other considerations.

  Item 5. Interest in Securities of the Issuer

(a) As of December 20, 2019, the Reporting Person beneficially owned 2,198,686 shares of Common Stock, or 5.8% of the issued and outstanding Common Stock.

All ownership percentages are based on 37,977,381 shares of the Issuer’s common stock outstanding as of December 20, 2019, based on information provided to the Reporting Person by the Issuer.

(b) The Reporting Person has the sole power to vote and dispose or direct the disposition of the shares of Common Stock directly held by the Reporting Person.

(c) The Preferred Stock Conversion described in Item 3 is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

  Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On December 16, 2019, the Reporting Person entered into a Lock-Up Agreement (the “Lock-Up Agreement”) pursuant to which the Reporting Person agreed not to engage in certain transfers of or other transactions in the Common Stock for a period of 60 days from the closing of the Offering, without the prior written consent of the Representatives. The foregoing description of the Lock-Up Agreement contained in this Item 6 is not intended to be complete and is qualified in its entirety by reference to such agreement, which is attached hereto as an exhibit and incorporated herein by reference.

  Item 7. Material to be Filed as Exhibits

Exhibit 99.1: Lock-Up Agreement, dated as of December 16, 2019 (filed herewith).

Exhibit 99.2: Agreement and Plan of Merger by and between Aquinox Pharmaceuticals, Inc., Apollo Sub, Inc., and Neoleukin Therapeutics, Inc., dated August 5, 2019, incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on August 6, 2019.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 27, 2019.

By:	/s/ Jonathan G. Drachman
	Jonathan G. Drachman

EX-99.1

Exhibit 99.1

Execution Version

Form of Lock-up Agreement

December 16, 2019

BofA Securities, Inc.

Piper Jaffray & Co.

as Representatives of the several

Underwriters to be named in the

within-mentioned Underwriting Agreement

c/o BofA Securities, Inc.

One Bryant Park

New York, New York 10036

c/o Piper Jaffray & Co.

345 Park Avenue, Suite 1200

New York, New York 10154

RE: Proposed Public Offering by Neoleukin Therapeutics, Inc. (the “Company”)

Ladies & Gentlemen:

The undersigned is an owner of shares of common stock, par value $0.000001 per share, of the Company (“Shares”) or of securities convertible into or exchangeable or exercisable for Shares and/or an officer and/or director of the Company. The Company proposes to conduct a public offering of Shares (the “Offering”) for which BofA Securities, Inc. and Piper Jaffray & Co. (collectively, the “Representatives”) will act as the representatives of the underwriters (the “Underwriters”). The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the Underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”) and other underwriting arrangements with the Company with respect to the Offering.

Annex A sets forth definitions for capitalized terms used in this letter agreement that are not defined in the body of this agreement. Those definitions are a part of this agreement.

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees that, during the Lock-up Period, the undersigned will not (and will use best efforts to cause any Immediate Family Member not to), subject to the exceptions set forth in this letter agreement, without the prior written consent of the Representatives, which may withhold their consent in their sole discretion:

• Sell or Offer to Sell any Shares or Related Securities currently or hereafter owned either of record or beneficially (as defined in Rule 13d-3 under the Exchange Act) by the undersigned or such Immediate Family Member,

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• enter into any Swap,

• make any demand for, or exercise any right with respect to, the registration under the Securities Act of the offer and sale of any Shares or Related Securities, or cause to be filed a registration statement, prospectus or prospectus supplement (or an amendment or supplement thereto) with respect to any such registration, or

• publicly announce any intention to do any of the foregoing.

The foregoing will not apply to the registration of the offer and sale of the Shares, and the sale of the Shares to the Underwriters, in each case as contemplated by the Underwriting Agreement. In addition, the foregoing restrictions shall not apply to (i) the transfer of Shares or Related Securities by gift, or by will or intestate succession to the legal representative, heir, beneficiary or any Family Member or to a trust whose beneficiaries consist exclusively of one or more of the undersigned and/or Family Member(s), (ii) if the undersigned is a non-individual, transfer of Shares or Related Securities to any affiliate (as such term is defined in Rule 405 of the Securities Act), limited partners, general partners, limited liability company members or stockholders of the undersigned, or, if the undersigned is a corporation, to any wholly owned subsidiary of such corporation, if, in any such case, such transfer is not for value or (iii) transfers of Shares or Related Securities pursuant to a qualified domestic relations order or a negotiated divorce settlement; provided, however, that in any such case, it shall be a condition to such transfer that:

• each transferee executes and delivers to the Representatives an agreement in form and substance satisfactory to the Representatives stating that such transferee is receiving and holding such Shares and/or Related Securities subject to the provisions of this letter agreement and agrees not to Sell or Offer to Sell such Shares and/or Related Securities, engage in any Swap or engage in any other activities restricted under this letter agreement except in accordance with this letter agreement (as if such transferee had been an original signatory hereto), and

• prior to the expiration of the Lock-up Period, no public disclosure or filing under the Exchange Act by any party to the transfer (donor, donee, transferor or transferee) shall be required, or made voluntarily, reporting a reduction in beneficial ownership of Shares in connection with such transfer.

For the avoidance of doubt, the foregoing restrictions shall not apply to, and nothing in this letter agreement prohibits the undersigned (or any Immediate Family Member of the undersigned) from, (i) exercising any options or other rights to purchase Shares pursuant to any stock option, stock bonus or other stock plan or arrangement existing as of the date hereof and described in the Registration Statement (as defined in the Underwriting Agreement) (which exercises may be effected on a cashless basis to the extent the instruments representing such options, warrants or other rights permit exercises on a cashless basis), (ii) receiving grants by the

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Execution Version

Company of stock options or other stock-based awards to the undersigned pursuant to any stock option, stock bonus or other stock plan or arrangement existing as of the date hereof and described in the Registration Statement; provided, however, in any such case, any Shares or Related Securities acquired shall remain subject to this letter agreement, or (iii) transferring or disposing of Shares acquired in the Offering or on the open market following the Offering, provided that no filing under the Exchange Act or other public announcement may be required or voluntarily made in connection with such transfer or disposition pursuant to this clause (iii) during the Lock-up Period. In addition, the undersigned may enter into any plan designed to satisfy the requirements of Rule 10b5-1 under the Exchange Act (a “10b5-1 Plan”) (other than the entry into such a plan in such a manner as to allow the sale of Shares or Related Securities, in each case, within the Lock-up Period); provided, however, that no public announcement or filing under the Exchange Act regarding the establishment of such 10b5-1 Plan shall be required or made during the Lock-Up Period.

The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of Shares or Related Securities held by the undersigned and the undersigned’s Immediate Family Members, if any, except in compliance with the foregoing restrictions.

The undersigned confirms that the undersigned has not, and has no knowledge that any Immediate Family Member has, directly or indirectly, taken any action designed to or that might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale of the Shares. The undersigned will not, and will cause any Immediate Family Member not to take, directly or indirectly, any such action.

Whether or not the Offering occurs as currently contemplated or at all depends on market conditions and other factors. The Offering will only be made pursuant to the Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters.

The undersigned hereby represents and warrants that the undersigned has full power, capacity and authority to enter into this letter agreement. This letter agreement is irrevocable and will be binding on the undersigned and the successors, heirs, personal representatives and assigns of the undersigned. This letter agreement shall lapse and become null and void, and the undersigned shall be released from all obligations under this letter agreement, if (i) the Company notifies the Representatives in writing that it does not intend to proceed with the Offering, (ii) the Underwriting Agreement is not executed on or before January 31, 2020 or (iii) if the Underwriting Agreement (other than the provisions thereof that survive termination) shall terminate or be terminated prior to payment for, and delivery of, the Firm Shares (as defined therein) to be sold thereunder.

[Signature Page Follows]

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Execution Version

This letter agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

/s/ Jonathan Drachman

Signature

Jonathan Drachman

Printed Name of Person Signing

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Execution Version

ANNEX A

Certain Defined Terms Used in Lock-up Agreement

For purposes of the letter agreement to which this Annex A is attached and of which it is made a part:

“Call Equivalent Position” shall have the meaning set forth in Rule 16a-1(b) under the Exchange Act.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Family Member” shall mean any individual related by blood, marriage or adoption, but not more remotely than as a first cousin, to the undersigned.

“Immediate Family Member” shall mean the spouse of the undersigned, an immediate family member of the undersigned or an immediate family member of the undersigned’s spouse, in each case living in the undersigned’s household or whose principal residence is the undersigned’s household (regardless of whether such spouse or family member may at the time be living elsewhere due to educational activities, health care treatment, military service, temporary internship or employment or otherwise). The term “immediate family” as used above shall have the meaning set forth in Rule 16a-1(e) under the Exchange Act.

“Lock-up Period” shall mean the period beginning on the date hereof and continuing through the close of trading on the date that is 60 days after the date of the Prospectus (as defined in the Underwriting Agreement).

“Put Equivalent Position” shall have the meaning set forth in Rule 16a-1(h) under the Exchange Act.

“Related Securities” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for or convertible into Shares.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Sell or Offer to Sell” shall mean to:

• sell, offer to sell, contract to sell or lend,

• effect any short sale or establish or increase a Put Equivalent Position or liquidate or decrease any Call Equivalent Position,

• pledge, hypothecate or grant any security interest in, or

• in any other way transfer or dispose of,

in each case whether effected directly or indirectly.

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Execution Version

“Swap” shall mean any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise.

Capitalized terms not defined in this Annex A shall have the meanings given to them in the body of this letter agreement.

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