Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 6, 2021, the board of directors (the "Board") of Vincerx Pharma,
Inc., formerly known as Vincera Pharma, Inc. (the "Company"), appointed
Dr. Raquel E. Izumi, who currently serves as the Company's Chief Operations
Officer and Secretary, to the role of President, effective immediately.
Dr. Izumi will also continue to serve as Chief Operations Officer and Secretary
of the Company. Dr. Izumi's biographical information is included in the
Company's definitive proxy statement on Schedule 14A, filed with the Securities
and Exchange Commission on December 7, 2020. Dr. Izumi has no family
relationships with any of the Company's directors or executive officers, and she
has no direct or indirect material interest in any transaction required to be
disclosed pursuant to Item 404(a) of Regulation S-K.
Dr. Ahmed M. Hamdy, who previously also held the title of President, will
continue as the Company's Chief Executive Officer and Chairman of the Board and
as the Company's principal executive officer.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective January 7, 2021, the Company changed its name from "Vincera Pharma,
Inc." to "Vincerx Pharma, Inc." The name change was effected through an
amendment to the Company's second amended and restated certificate of
incorporation pursuant to Section 242 of the Delaware General Corporation Law,
which did not require stockholder approval. A copy of the certificate of
amendment effecting the name change, as filed with the Secretary of State of the
State of Delaware on January 7, 2021, is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
The name change does not affect the rights of the Company's stockholders and
there were no other changes to the Company's second amended and restated
certificate of incorporation. The Company's common stock will continue trading
on The Nasdaq Capital Market under the symbol "VINC." No change was made to the
CUSIP number for the Company's common stock.
In connection with the name change, the Board also approved an amendment to the
Company's amended and restated bylaws to reflect the name change. A copy of the
Company's amended and restated bylaws reflecting the name change is attached
hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Certificate of Amendment to Second Amended and Restated Certificate
of Incorporation.
3.2 Amended and Restated Bylaws.
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