NONE --04-26 false 0001445499 0001445499 2024-03-08 2024-03-08

 

 

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): March 8, 2024

 

 

IPI LEGACY LIQUIDATION CO

(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)

(206) 568-1466

(Registrant’s telephone number, including area code)

Impel Pharmaceuticals 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   IMPLQ   N/A*

 

*

On December 27, 2023, Nasdaq filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist our common stock from the Nasdaq Stock Market LLC. The delisting became effective on January 8, 2024. The deregistration of the ordinary shares under section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) will be effective 90 days, or such shorter period as the SEC may determine, after the filing date of the Form 25, at which point the ordinary shares will be deemed registered under Section 12(g) of the Exchange Act. Our common stock currently trades on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. under the symbol “IMPLQ.”

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 March 8, 2024, Impel Pharmaceuticals Inc. (the “Company”) changed its name to “IPI Legacy Liquidation Co” (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.

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 Pharmaceuticals Inc., dated March 8, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

 

    IPI LEGACY LIQUIDATION CO
Date: March 12, 2024     By:  

/s/ Brandon Smith

      Brandon Smith
      Chief Restructuring Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

OF

IMPEL PHARMACEUTICALS INC.

Impel Pharmaceuticals 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 June 16, 2023 (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 IPI Legacy Liquidation Co (the “Corporation”).”

IN WITNESS WHEREOF, said corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 8th day of March, 2024 and the foregoing facts stated herein are true and correct.

 

IMPEL PHARMACEUTICALS INC.
By:   /s/ Brandon Smith
  Brandon Smith
  Chief Restructuring Officer
v3.24.0.1
Document and Entity Information
Mar. 08, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Mar. 08, 2024
Entity Registrant Name IPI LEGACY LIQUIDATION CO
Entity Incorporation State Country Code DE
Entity File Number 001-40353
Entity Tax Identification Number 26-3058238
Entity Address Address Line 1 201 Elliott Avenue West
Entity Address Address Line 2 Suite 260
Entity Address City Or Town Seattle
Entity Address State Or Province WA
Entity Address Postal Zip Code 98119
City Area Code 206
Local Phone Number 568-1466
Entity Information Former Legal Or Registered Name Impel Pharmaceuticals Inc.
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $0.001 Par Value Per Share
Trading Symbol IMPLQ
Security Exchange Name NONE
Entity Emerging Growth Company true
Entity Ex Transition Period false
Current Fiscal Year End Date --04-26
Amendment Flag false
Entity Central Index Key 0001445499
Impel Pharmaceuticals (PK) (USOTC:IMPL)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Impel Pharmaceuticals (PK) Charts.
Impel Pharmaceuticals (PK) (USOTC:IMPL)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Impel Pharmaceuticals (PK) Charts.