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): June 7, 2024
NEXIMMUNE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-40045
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45-2518457
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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9119 Gaither Road
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Gaithersburg, Maryland
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20877
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(Address of principal executive offices)
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(zip code)
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Registrant’s telephone number, including area code: (301) 825-9810
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.0001 par value per share
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NEXI
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The Nasdaq Capital Market
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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) 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 3.02 Unregistered Sales of Equity Securities
The disclosure required by this Item is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by reference. The issuance and
sale of one share of the Series A Preferred Stock for consideration of $0.01 was exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 3.03 Material Modifications to Rights of Security Holders
The disclosure required by this Item is included in Item 5.03 of this Current Report on Form 8-K and is incorporated herein by
reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Bylaws Amendment
On June 7, 2024, the Board of Directors (the “Board”) of NexImmune, Inc. (the “Company”) approved an amendment (the “Bylaws Amendment”) to the Company’s
Amended and Restated Bylaws. The Bylaw Amendment states that, at all meetings of the stockholders, one-third of the voting power of all shares of capital stock entitled to vote (or deemed entitled to vote) shall constitute a quorum. The Bylaw
Amendment became effective on June 7, 2024.
Series A Preferred Stock
On June 11, 2024, the Company filed a certificate of designation (the
“Certificate of Designation”) with the Secretary of State of the State of Delaware designating, effective as of the time of filing, and containing the rights, preferences, privileges and restrictions of one share of Series A Preferred Stock. The
Certificate of Designation provides that if the aggregate number of shares of common stock, par value $0.0001 per share (“Common Stock”), present in person or by proxy and entitled to vote thereon that voted “for” a Voting Proposal (as
defined below) is greater than the aggregate number of shares of Common Stock present in person or by proxy and entitled to vote thereon that voted “against” or “abstain” on such Voting Proposal, then the share of Series A Preferred Stock will have a number of votes equal to the number of outstanding shares of the Common Stock, on the record date for determining stockholders entitled to vote, and will vote
together with the outstanding shares of Common Stock as a single class exclusively with respect to (i) any proposal to approve the liquidation and dissolution of the Company and any related plan of liquidation and dissolution (the “Dissolution
Proposal”), (ii) any proposal to adjourn any meeting of stockholders called for the purpose of voting on the Dissolution Proposal, or (iii) any other matter the Board determines (in its sole discretion) is related to the Dissolution Proposal
(each, a Voting Proposal”). The Series A Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware.
The Series A Preferred Stock is not convertible into shares of Common Stock or any other class or series of stock of the Company. In the event of any
liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holder of the share of Series A Preferred Stock shall be entitled to receive $0.01, payable in cash out of funds legally available. The holder of the share
of Series A Preferred Stock will not be entitled to receive dividends of any kind.
Unless prohibited by Delaware law by virtue of a lack of sufficient surplus, legally available funds or otherwise and subject to the fiduciary duties of the
Board of Directors of the Company, the outstanding share of Series A Preferred Stock may be redeemed at any time upon the order of the Board of Directors in its sole discretion. Upon such redemption, the holder of the share of Series A Preferred
Stock will receive consideration of $0.01 in cash.
The foregoing summaries of the Bylaw Amendment and Certificate of Designation do not purport to be complete and are subject to, and qualified in their
entirety by, such documents, which are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
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Exhibit
No.
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Amendment to the Amended and Restated Bylaws of NexImmune, Inc.
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Certificate of Designation of Series A Preferred Stock dated June 11, 2024.
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104
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Cover Page Interactive Data File (Embedded within the Inline XBRL Document).
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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 thereunto duly authorized.
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NEXIMMUNE, INC.
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By:
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/s/ Kristi Jones
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Kristi Jones
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Chief Executive Officer
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