8-K
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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): April 26, 2022

 

IMPEL PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-40353

 

26-3058238

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

201 Elliott Avenue West, Suite 260

Seattle, WA

98119

(Address of principal executive offices)

(Zip Code)

 

(Registrant’s telephone number, including area code) (206) 568-1466

Impel NeuroPharma, Inc.

(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:

 

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, $0.001 Par Value Per Share

IMPL

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

Amendment to Articles of Incorporation or Bylaws.

 

Effective as of April 20, 2022, Impel Neuropharma, Inc. (the “Company”) changed its name to “Impel Pharmaceuticals Inc.” (the “Name Change”) pursuant to a certificate of amendment to its certificate of incorporation, (the “Certificate of Amendment”). Pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, the Name Change did not require approval of the Company’s stockholders and will not affect the rights of the Company’s security holders. The Company’s common stock will continue to be listed on the Nasdaq Global Market under its current ticker symbol “IMPL.”

A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

 

 

 

Exhibit No.

 

Description

 

 

3.1

 

Certificate of Amendment of Restated Certificate of Incorporation of Impel NeuroPharma, Inc., dated April 20, 2022.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 

2


 

SIGNATURE

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.

 

 

 

 

 

IMPEL PHARMACEUTICALS INC.

 

 

 

 

 

 

 

Date: April 26, 2022

 

 

 

By:

 

/s/ Adrian Adams

 

 

 

 

 

 

Adrian Adams

 

 

 

 

 

 

Chief Executive Officer

 

 

3


EX-3.1

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT OF

RESTATED CERTIFICATE OF INCORPORATION OF

IMPEL NEUROPHARMA, INC.

 

 

Impel NeuroPharma, Inc., a Delaware corporation (the “Corporation”), does hereby certify that the following amendment to the corporation’s Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

 

FIRST: The Corporation was incorporated pursuant to the General Corporation Law on July 24, 2008. The following amendment to the Restated Certificate of Incorporation, filed with the Delaware Secretary of State on April 27, 2021 (the “Restated Certificate”) has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

 

SECOND: Article I of the Restated Certificate of Incorporation, relating to the name of the corporation, is amended and restated in its entirety to read as follows:

 

“The name of this corporation is Impel Pharmaceuticals Inc. (the “Corporation”).”

 

THIRD: The amendment is to have a future effective date of April 20, 2022 at 12:03 am.

 

IN WITNESS WHEREOF, said corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 15th day of April, 2022 and the foregoing facts stated herein are true and correct.

 

IMPEL NEUROPHARMA, INC.

 

By: /s/ Adrian Adams Adrian Adams

Chairman and Chief Executive Officer