UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 25, 2025, Aligos Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment (the “2020 Plan Amendment”) to the Company’s 2020 Incentive Award Plan (the “2020 Plan”). The 2020 Plan Amendment was approved by the Board of Directors (the “Board”) on April 11, 2025 and became effective upon stockholder approval at the Annual Meeting.
The 2020 Plan Amendment amends the 2020 Plan (as amended, the “Amended Plan”) to increase the number of shares reserved and scheduled to be reserved under the 2020 Plan by 1,000,000 shares, such that the number of shares reserved for issuance under the 2020 Plan will equal an aggregate of the sum of (i) 177,072 shares of common stock; (ii) any shares of common stock that were subject to awards outstanding under the 2018 Equity Incentive Plan as of October 14, 2020 that become available for issuance under the 2020 Plan pursuant to Article V of the 2020 Plan; (iii) an annual increase on the first day of each calendar year beginning in 2021 and ending in 2030, equal to the lesser of (A) 5% of the shares of common stock outstanding or, commencing January 1, 2025, issuable upon exercise of outstanding pre-funded warrants with an exercise price per share equal to one penny or less, in each case, on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of common stock as determined by the Board; and (iv) 1,000,000 shares of common stock.
The terms and conditions of the Amended Plan are described in the section entitled “Proposal 3 – Approval of Amendment to our 2020 Incentive Award Plan” included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2025 (the “Proxy Statement”). This description is incorporated by reference into Item 5.02 of this Current Report on Form 8-K.
The above and the incorporated descriptions of the Amended Plan are qualified in their entirety by reference to the 2020 Plan Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of voting common stock from 20,000,000 shares to 100,000,000 shares and to increase the number of authorized shares of non-voting common stock from 800,000 shares to 15,800,000 shares. The increase in the number of authorized shares voting common stock and non-voting common stock was effected pursuant to a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on June 25, 2025 and was effective as of such date.
The above description is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Proxy Statement. Only stockholders of record as of the close of business on April 28, 2025, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 5,314,801 shares of the Company’s voting common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1. The election of three Class II directors to hold office until the 2028 annual meeting of stockholders or until their respective successor is elected. The results of the vote were as follows:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes |
|||||||||
| K. Peter Hirth, Ph.D. |
2,161,021 | 7,106 | 1,268,587 | |||||||||
| Heather Preston, M.D. |
2,161,429 | 6,698 | 1,268,587 | |||||||||
| Margarita Chavez |
2,161,423 | 6,704 | 1,268,587 | |||||||||
Proposal 2. The ratification of the selection by the audit committee of the Board of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025. The results of the vote were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 3,429,953 | 4,968 | 1,793 |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 3. The approval of an amendment to the 2020 Plan to increase the number of shares reserved and scheduled to be reserved under the 2020 Plan by 1,000,000 shares. The results of the vote were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 1,928,200 | 238,399 | 1,528 | 1,268,587 |
Proposal 4. The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of voting common stock from 20,000,000 shares to 100,000,000 shares. The results of the vote were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 2,938,972 | 392,536 | 105,206 |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 5. The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of non-voting common stock from 800,000 shares to 15,800,000 shares. The results of the vote were as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 2,920,916 | 410,528 | 105,270 |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of Aligos Therapeutics, Inc. | |
| 10.1 | Amendment to the Aligos Therapeutics, Inc. 2020 Incentive Award Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ALIGOS THERAPEUTICS, INC. | ||||||
| Date: June 26, 2025 | By: | /s/ Lesley Ann Calhoun | ||||
| Lesley Ann Calhoun | ||||||
| Executive Vice President, Chief Operating Officer and Chief Financial Officer | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ALIGOS THERAPEUTICS, INC.
Aligos Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, hereby certifies as follows:
ONE: The name of this corporation is Aligos Therapeutics, Inc. The Corporation was originally incorporated under the name Aligos, Inc., and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on February 5, 2018. The Corporation filed an Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on October 19, 2020, as amended by the Certificates of Amendment filed with the Secretary of State of the State of Delaware on June 27, 2024 and August 14, 2024.
TWO: This Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation herein was duly adopted by this Corporation’s Board of Directors in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware. The Corporation’s Board of Directors duly adopted resolutions setting forth and declaring advisable this Certificate of Amendment and directed that such amendment be considered by the stockholders of the Corporation. An annual meeting of stockholders was duly called upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware and held on June 25, 2025, at which meeting the necessary number of shares were voted in favor of such amendment. The stockholders of the Corporation duly adopted this Certificate of Amendment. The proposed amendment is set forth as follows:
Section 1 of Article IV of Exhibit A to the Amended and Restated Certificate of Incorporation of the Corporation, as amended to date, be and hereby is further amended by replacing the first paragraph of Section 1 of Article IV with the following:
“Section 1. This Corporation is authorized to issue two classes of capital stock which shall be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares of stock that the Corporation is authorized to issue is 125,800,000, of which 115,800,000 shares shall be Common Stock and 10,000,000 shares shall be Preferred Stock. 100,000,000 shares of the Common Stock are hereby designated “Voting Common Stock” and 15,800,000 shares of the Common Stock are hereby designated “Non-Voting Common Stock,” each with the following rights, preferences, powers, privileges and restrictions, qualifications and limitations. Any reference to “Common Stock” issued by the Corporation in any contract, agreement or otherwise to which the Corporation is a party, whether before or after the date of filing of this Amended and Restated Certificate of Incorporation, shall refer to Voting Common Stock, unless specific reference is made to the Non-Voting Common Stock. Each share of Voting Common Stock shall entitle the holder thereof to one (1) vote on any matter submitted to a vote at a meeting of stockholders. Non-Voting Common Stock (i) shall be non-voting except as may be required by law and (ii) shall not entitle the holder thereof to vote on the election of directors at any time. The Common Stock shall have a par value of $0.0001 per share and the Preferred Stock shall have a par value of $0.0001 per share. Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation with the power to vote thereon irrespective of the provisions of Section 242(b)(2) of the Delaware General Corporation Law or any successor provision thereof, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.”
THREE: This Certificate of Amendment shall become effective immediately upon its filing with and acceptance by the Secretary of State of the State of Delaware.
FOUR: All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect.
(Signature Page Follows)
IN WITNESS WHEREOF, Aligos Therapeutics, Inc. has caused this Certificate of Amendment to the Amended and Restated Certificate of Incorporation to be signed by its duly authorized officer on this 25th day of June, 2025.
| ALIGOS THERAPEUTICS, INC. |
| /s/ Lawrence M. Blatt |
| Lawrence M. Blatt, Ph.D. |
| President and Chief Executive Officer |
Exhibit 10.1
AMENDMENT TO
ALIGOS THERAPEUTICS, INC.
2020 INCENTIVE AWARD PLAN
THIS AMENDMENT (this “Amendment”) to the Aligos Therapeutics, Inc. 2020 Incentive Award Plan, as amended (the “Plan”), is made and adopted by the Board of Directors (the “Board”) of Aligos Therapeutics, Inc., a Delaware corporation (the “Company”), subject to, and effective upon, the approval of the Company’s stockholders (the date of such approval, the “Effective Date”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan.
RECITALS
WHEREAS, pursuant to Section 11.4 of the Plan, the Board has the authority to amend the Plan from time to time, including to increase the maximum aggregate number of Shares available for issuance thereunder, subject to approval of the Company’s stockholders; and
WHEREAS, the Board believes it is in the best interests of the Company and its stockholders to amend the Plan as set forth herein.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, subject to approval of the increase in reserved Shares provided by this Amendment by the Company’s stockholders:
AMENDMENT
| 1. | The word “and” preceding subclause (iii) of Section 2.28 of the Plan is hereby deleted, and new subclause (iv) shall be added to Section 2.28 of the Plan to read as follows: |
“; and (iv) 1,000,000 Shares.”
| 2. | This Amendment shall be and is hereby incorporated into and forms a part of the Plan. |
| 3. | Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and effect. |
(Signature Page Follows)
The undersigned, being the duly appointed and acting Assistant Secretary of Aligos Therapeutics, Inc., hereby certifies that the foregoing amendment was duly approved and adopted by the Board of Directors of the Company and stockholders of the Company effective as of the date first referenced above.
| /s/ Lesley Ann Calhoun |
| Lesley Ann Calhoun |
| Assistant Secretary |
[Signature Page to Amendment to the Aligos Therapeutics, Inc. 2020 Incentive Award Plan]