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~~December 3015, 2023

APTINYX INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38535

47-4626057

(State or other jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

c/o Verdolino & Lowey, P.C.

124 Washington Street, Suite 101

Foxborough, MA

02035

(Address of registrant’s principal executive office)

(Zip code)

(508) 543-1720

(Registrant’s telephone number, including area code)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)

¨	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))

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		APTX		The Nasdaq Capital Market

Title of each class		Trading symbol(s)		Name of each exchange on which registered
				N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company x

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 58.0201 -Other ~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~Director~~As previously ~~Resignation~~announced, on June 30, 2023, at a special meeting of stockholders of Aptinyx Inc. (the “Company”), the Company’s stockholders approved the liquidation and dissolution of the Company and the Plan of Liquidation and Dissolution (the “Plan of Dissolution”), which authorizes the board of directors of the Company to liquidate and dissolve the Company in accordance with the Plan of Dissolution. On July 5, 2023, the Company filed a certificate of dissolution with the Secretary of State of the State of Delaware, and thereupon the Company was dissolved and began its statutory three-year wind-up period. Following the filing of the certificate of dissolution, the Company, in accordance with the Plan of Dissolution, has paid and/or established reasonable reserves to pay the Company’s known claims, contingent contractual claims and claims (if any) that are not currently known to the Company, but that based on facts known to the Company, are likely to arise within ten years of the filing of the certificate of dissolution.

On ~~June 30~~December 15, 2023, ~~Robert Hombach~~the ~~notified~~Company’s ~~Aptinyx,~~board ~~Inc.~~of directors (the “~~Company~~Board”) authorized and approved a liquidating cash distribution of ~~his~~$6,683,373 ~~resignation~~(the as“Liquidating aDistribution”) to ~~member~~record holders of the Company’s ~~board~~common stock as of ~~directors~~the record date of December 15, 2023 (the “~~Board~~Record Date”),. As ~~effective~~a ~~immediately.~~result, ~~Mr.~~each ~~Hombach’s~~holder ~~resignation~~of ~~did~~record ~~not~~of ~~result~~Company ~~from~~common ~~any~~stock ~~disagreement~~as ~~with~~of the ~~Company~~Record ~~on any~~Date ~~matter~~is ~~relating~~entitled to ~~the~~receive ~~Company’s~~a ~~operations~~pro rata portion of the Liquidation Distribution, ~~policies~~which oris ~~practices~~equal to $0.0986975 per share.

~~Officer~~The ~~Departure~~Company currently anticipates that the Distribution will be the only liquidating distribution made to stockholders pursuant to the Plan of Dissolution. If additional liquidating distributions are made in the future, the timing and amount of any such liquidating distributions is uncertain and cannot currently be estimated.

OnThe ~~June~~Company ~~30,~~intends ~~2023,~~to ~~Andrew~~close ~~Kidd,~~the ~~stepped~~stock ~~down~~transfer ~~from his~~books ~~position as interim chief executive officer and principal executive officer, principal financial officer and principal accounting officer~~ of the Company on December 31, 2023.

~~Officer Appointment~~SIGNATURES

OnPursuant ~~June~~to ~~30, 2023,~~the ~~following~~requirements ~~Mr. Kidd’s resignation, Craig Jalbert was appointed principal executive officer, principal financial officer and principal accounting officer~~ of the ~~Company. As previously disclosed in the Company’s Form 8-K filed with the~~ Securities ~~and~~ Exchange ~~Commission~~ onAct ~~May 5, 2023, Mr. Jalbert will be compensated in the amount~~ of ~~$10~~1934,~~000 per month. Mr. Jalbert will be compensated~~ in the ~~amount~~registrant ofhas ~~$50,000~~duly ~~per~~caused ~~year~~this ~~for~~report ~~a period of three years following the filing of the certificate of dissolution with the Secretary of State of the State of Delaware. There is no arrangement or understanding pursuant~~ to ~~which Mr. Jalbert was appointed to~~ be ansigned ~~officer of~~on ~~the~~its ~~Company.~~behalf ~~There~~by ~~are no family relationships between Mr. Jalbert and any director or executive officer of~~ the ~~Company,~~undersigned ~~and~~hereunto ~~Mr.~~duly ~~Jalbert has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K~~authorized.

Item 5.07 - Submission of Matters to a Vote of Security Holders.

Date: December 18, 2023	APTINYX INC.

	By:	/s/ Craig Jalbert
		Craig Jalbert
		President

On June 30, 2023, at a special meeting of stockholders (the “Special Meeting”) of Aptinyx Inc. (the “Company”), the Company’s stockholders approved the liquidation and dissolution of the Company and the Plan of Liquidation and Dissolution (the “Plan of Dissolution”), which authorizes the board of directors of the Company to liquidate and dissolve the Company in accordance with the Plan of Dissolution. The proposal is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 2, 2023.

The number of shares of common stock entitled to vote at the Special Meeting was 67,715,718. The number of shares of common stock present or represented by proxy at the Special Meeting was 35,078,510.

Stockholders approved the proposal, with 33,956,016 votes cast for, 1,061,642 votes cast against and 60,852 votes abstained. There were no broker non-votes regarding the proposal.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.

Date: July 3, 2023	APTINYX INC.
	By:	/s/ Craig Jalbert
		Craig Jalbert
		President

Filing Compare · Aptinyx Inc.