Enliven Therapeutics, Inc.

8-K · d152745d8k.htm

0001672619 2026-06-09 2026-06-09 0001672619 dei:FormerAddressMember 2026-06-09 2026-06-09
  
  
 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 9, 2026
  
  

 Enliven Therapeutics, Inc.
 (Exact name of registrant as specified in its charter)
  
  

  

 Delaware
  
 001-39247
  
 81-1523849

 (State or other jurisdiction
 of incorporation)

  
 (Commission
 File Number)

  
 (IRS Employer
 Identification No.)

  

 205 Park Road
  

 Burlingame , CA
  
 94010

 (Address of principal executive offices)
  
 (Zip Code)

 Registrant’s telephone number, including area code: 650 - 547-5814
 6200 Lookout Road
 Boulder , Colorado
 80301
 (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, par value $0.001 per share
  
 ELVN
  
 The Nasdaq Global Select 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.  ☐
  
  
  

 Item 5.03
 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 Enliven Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 2026. On June 9, 2026, following stockholder approval, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000, which amendment was effective as of the date of filing. Specifically, the Certificate of Amendment amended the first three paragraphs of Article FOURTH of the Amended and Restated Certificate of Incorporation, as amended, to read as follows:
 “FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 210,000,000 shares, consisting of
  

  
 (i)
 200,000,000 shares of Common Stock, $0.001 par value per share (“Common Stock”) and

  

  
 (ii)
 10,000,000 shares of Preferred Stock, $0.001 par value per share (“Preferred Stock”).”

 The summary above is wholly qualified by the complete text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
  

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

 The information set forth in Item 5.03 above is incorporated by reference herein. The matters voted upon at the Annual Meeting and the voting results for each proposal are set forth below.
 Proposal 1: Election of Two Class III Directors
  

 Name of Director

   
 For
  
   
 Withheld
  
   
 Broker Non-Votes
  

 Richard Fair, M.B.A.

   
  
 50,534,439
  
   
  
 152,188
  
   
  
 5,452,158
  

 Lori Kunkel, M.D.

   
  
 32,788,330
  
   
  
 17,898,297
  
   
  
 5,452,158
  

 Each director nominee was duly elected to serve until the 2029 annual meeting of stockholders or until their successor is duly elected and qualified or until their earlier death, resignation or removal.
  

 Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm
  

 For

  
 Against

  
 Abstain

  
 Broker Non-Votes

 56,119,493
  
 795
  
 18,497
  
 0

 The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
 Proposal 3: Amendment to the Amended and Restated Certificate of Incorporation, as Amended, to Increase the Company’s Authorized Shares of Common Stock from 100,000,000 Shares to 200,000,000 Shares
  

 For

  
 Against

  
 Abstain

  
 Broker Non-Votes

 54,711,846
  
 373,215
  
 1,053,724
  
 0

 The stockholders approved the amendment to the Amended and Restated Certificate of Incorporation, as amended, to increase the Company’s authorized shares of common stock from 100,000,000 shares to 200,000,000 shares.
 Proposal 4: Approval, in an Advisory (Non-binding) Vote, the Compensation of the Company’s Named Executive Officers as Disclosed in the Proxy Statement
  

 For

  
 Against

  
 Abstain

  
 Broker Non-Votes

 47,572,153
  
 3,093,447
  
 21,027
  
 5,452,158

 The stockholders approved, in an advisory (non-binding) vote, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement.
 Proposal 5: Approval, in an Advisory (Non-Binding) Vote, of the Frequency of Future Stockholder Advisory Votes on the Compensation of the Company’s Named Executive Officers
  

 One Year

  
 Two Years

  
 Three Years

  
 Abstain

  
 Broker Non-Votes

 49,028,648
  
 1,048,220
  
 591,775
  
 17,984
  
 5,452,158

 The stockholders approved, in an advisory (non-binding) vote, for the frequency of future stockholder advisory votes regarding the compensation of the Company’s named executive officers to be held every one year. In accordance with the recommendation of the Company’s board of directors and the voting results of the Company’s stockholders on this non-binding, advisory vote, the Company will hold an advisory (non-binding) vote on the compensation of the Company’s named executive officers on an annual basis. The next required non-binding, advisory vote on the frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers will take place no later than the Company’s annual meeting of stockholders in 2032.
  

 Item 9.01
 Financial Statements and Exhibits.

 (d) Exhibits.
  

 Exhibit
No.

   
 Description

 3.1
   
 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, as Amended, of Enliven Therapeutics, Inc.

 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.
  

  

  

  
 Enliven Therapeutics, Inc.

 Date: June 9, 2026
  

  
 By:
  
 /s/ Richard Fair

  

  
 Name:
  
 Richard Fair

  

  
 Title:
  
 President and Chief Executive Officer