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 15, 2024
XENON PHARMACEUTICALS INC.
(Exact name of Registrant as Specified in Its Charter)
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Canada | 001-36687 | 98-0661854 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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200-3650 Gilmore Way Burnaby, British Columbia, Canada |
| V5G 4W8 |
(Address of Principal Executive Offices) |
| (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (604) 484-3300
Not Applicable
(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 (see General Instruction A.2. below):
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☐ | 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:
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Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
Common Shares, without par value | | XENE | | The Nasdaq Stock Market LLC
(The Nasdaq Global Market) |
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. ☐
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Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers |
(b)
On April 15, 2024, Dr. Simon Pimstone, chair of the board of directors (the “Board”) of Xenon Pharmaceuticals Inc. (the “Company”), and Dr. Mohammad Azab, a member of the Board, each informed the Company of their respective decisions not to stand for re-election to the Board at the Company’s 2024 annual meeting of shareholders (the “AGM”). Each director will continue to serve on the Board until the AGM. The decisions of Dr. Pimstone and Dr. Azab not to stand for re-election were not due to any disagreement between either director and the Company regarding its operations, policies or practices.
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 hereunto duly authorized.
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| XENON PHARMACEUTICALS INC. |
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Date: April 19, 2024 |
| By: | /s/ Sherry Aulin |
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| Sherry Aulin |
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| Chief Financial Officer |
