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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): May 12, 2022

Neoleukin Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware			001-36327			98-0542593
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

188 East Blaine Street, Suite 450

Seattle, Washington 98102

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (866) 245-0312

N/A

(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):

☐ 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, $0.000001 par value

NLTX

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. o

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Item 5.07    Submission of Matters to a Vote of Security Holders

On May 12, 2022, Neoleukin Therapeutics, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”) and the following proposals were adopted:

1.Election of two Class II Directors, Jonathan G. Drachman, M.D. and Sarah B. Noonberg, M.D., Ph.D., each to serve a three-year term, which will expire at the 2025 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until such director’s earlier resignation or removal. The vote tally was as follows:

Nominees						Shares For						Shares Withheld						Broker Non-Votes
Jonathan G. Drachman, M.D.						24,103,788						108,548						6,226,831
Sarah B. Noonberg, M.D., Ph.D.						23,994,699						217,637						6,226,831

2.Ratification of appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022. The vote tally was as follows:

Shares For						Shares Against						Shares Abstaining
30,382,561						42,629						13,977

3.Approval, by non-binding advisory vote, of the compensation paid by the Company to its named officers. The vote tally was as follows:

Shares For						Shares Against						Shares Abstaining						Broker Non-Votes
22,484,586						1,701,779						25,971						6,226,831

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SIGNATURE

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 thereunto duly authorized.

			NEOLEUKIN THERAPEUTICS, INC.
Date: May 16, 2022			By:			/s/ Jonathan G. Drachman
						Name: Jonathan G. Drachman
						Title: President and Chief Executive Officer