Vincerx Pharma Terminates Material Agreement

TL;DR

Vincerx Pharma terminated a big deal and is asking shareholders to vote on stuff.

AI Summary

Vincerx Pharma, Inc. announced on January 10, 2025, the termination of a material definitive agreement. The company also submitted matters to a vote of its security holders. This filing was made on January 16, 2025.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's strategic direction and financial obligations. The submission of matters to a vote indicates important corporate decisions are being made by shareholders.

Risk Assessment

Risk Level: medium — Termination of material agreements and shareholder votes can introduce uncertainty and potential financial or strategic shifts for the company.

Key Players & Entities

• Vincerx Pharma, Inc. (company) — Registrant
• January 10, 2025 (date) — Earliest event reported
• January 16, 2025 (date) — Filing date
• 001-39244 (company) — SEC File Number
• 83-3197402 (company) — I.R.S. Employer Identification No.

FAQ

Key Financial Figures

• $0.0001 — ange on which registered Common Stock, $0.0001 par value per share VINC The Nasdaq
• $50,000,000 — ng an aggregate offering price of up to $50,000,000 in transactions deemed to be "at-the-ma
• $2,474,596.53 — ering, the Company sold an aggregate of $2,474,596.53 of its common stock under the Sales Agr

Filing Documents

• d858370d8k.htm (8-K) — 27KB
• 0001193125-25-007782.txt ( ) — 180KB
• vinc-20250110.xsd (EX-101.SCH) — 3KB
• vinc-20250110_def.xml (EX-101.DEF) — 13KB
• vinc-20250110_lab.xml (EX-101.LAB) — 22KB
• vinc-20250110_pre.xml (EX-101.PRE) — 14KB
• d858370d8k_htm.xml (XML) — 5KB

From the Filing

8-K 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 10, 2025 Vincerx Pharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-39244 83-3197402 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 1825 S. Grant Street San Mateo , California 94402 (Address of principal executive offices) (Zip Code) ( 650 ) 800-6676 (Registrant's telephone number, including area code) 260 Sheridan Avenue , Suite 400 Palo Alto , CA 94306 (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, $0.0001 par value per share VINC 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. Item1.02 Termination of Material Definitive Agreement. Effective January 10, 2025, Vincerx Pharma, Inc. (the "Company") terminated the Sales Agreement with Leerink Partners LLC dated March 29, 2024 (the "Sales Agreement"), pursuant to which the Company could offer and sell shares of the Company's common stock having an aggregate offering price of up to $50,000,000 in transactions deemed to be "at-the-market" offerings as defined in Rule 415(a)(4) of the Securities Act of 1933 (the "ATM Offering"), and the ATM Offering for which the Company filed a prospectus supplement and accompanying prospectus dated March 29, 2024 (the "ATM Prospectus"). Prior to the termination of the Sales Agreement and the ATM Offering, the Company sold an aggregate of $2,474,596.53 of its common stock under the Sales Agreement pursuant to the ATM Prospectus. Item5.07 Submission of Matters to a Vote of Security Holders. The Company held a Special Meeting of Stockholders on January 16, 2025 (the "Special Meeting"). The following action was taken at the Special Meeting. 1. Proposal 1 - Reverse Stock Split Proposal The Company's stockholders approved an amendment to the Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued shares of the Company's common stock at a ratio ranging from 1 share-for-10 shares up to a ratio of 1 share-for-20 shares, which ratio will be set forth in a public announcement, as described in the proxy statement for the Special Meeting. The final voting results are as follows: For Against Abstain 19,086,094 2,371,869 230,463 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. Dated: January 16, 2025 VINCERX PHARMA, INC. By: /s/ Raquel E. Izumi Raquel E. Izumi Acting Chief Executive Officer

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View this 8-K filing on SEC EDGAR