PepGen (PEPG) 8-KAmendments to Articles of Incorporation or Bylaws

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): June 20, 2024

PepGen Inc.

(Exact name of Registrant as Specified in Its Charter)

321 Harrison Avenue

8th Floor

Boston, MA 02118

(Address of principal executive offices, including zip code)

(781) 797-0979

(Telephone number, including area code, of agent for service)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

As further described under Item 5.07 of this Current Report on Form 8-K (this “Form 8-K”), at the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) of PepGen Inc. (the “Company”), and upon the recommendation of the Board of Directors of the Company (the “Board”), the Company’s stockholders approved a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by recent amendments to Delaware law (the “Officer Exculpation Amendment”). The Officer Exculpation Amendment was previously approved by the Board, subject to stockholder approval.

The Officer Exculpation Amendment is described in detail under “PROPOSAL NO. 2 – APPROVAL OF AN AMENDMENT TO OUR THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION” beginning on page 15 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”) in connection with the 2024 Annual Meeting. The text of the Officer Exculpation Amendment is included on page 15 of the Proxy Statement.

The Officer Exculpation Amendment became effective upon its filing with the Secretary of State of the State of Delaware on June 20, 2024.

The foregoing description of the Officer Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Officer Exculpation Amendment, a copy of which is filed as Exhibit 3.1 to this Form 8-K and incorporated herein by reference.

The Company’s 2024 Annual Meeting was held on June 20, 2024. The proposals set forth below were submitted to the stockholders at the 2024 Annual Meeting, with each such proposal described in the Proxy Statement.

The number of shares of common stock entitled to vote at the 2024 Annual Meeting was 32,390,445. The number of shares of common stock present or represented by valid proxy at the 2024 Annual Meeting was 30,365,425. Therefore, a quorum was present. The number of votes cast for and withheld/against and the number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.

Proposal 1 - Election of Directors

The Company’s stockholders elected the two Class II directors to the Company’s Board, to serve until the 2027 annual meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal.

There were 1,641,389 broker non-votes regarding the election of Habib Dable and there were 934,314 broker non-votes regarding the election of James McArthur.

Proposal 2 – Approval of Amendment to Company’s Third Amended and Restated Certificate of Incorporation

The Company’s stockholders approved the Officer Exculpation Amendment described above to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law.

There were 934,216 broker non-votes regarding this proposal.

Proposal 3 - Ratification of Appointment of Independent Registered Accounting Firm

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

There were zero broker non-votes regarding this proposal.

Proposal 4 – Approval of Adjournment of 2024 Annual Meeting

The Company’s stockholders approved the adjournment of the 2024 Annual Meeting to the extent there were insufficient votes at the 2024 Annual Meeting to approve Proposal 2.

There were zero broker non-votes regarding this proposal.

(d) Exhibits

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.