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Fusion Pharmaceuticals Inc. Form 8-K: Current report

Fusion Pharmaceuticals Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2024-06-04: Form 8-K; Period of report 2024-06-04; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 2.01.
  • 2024-05-31: Form 8-K; Period of report 2024-05-31; Description 8.01 Other Events; Details 8.01.
  • 2024-05-29: Form 8-K; Period of report 2024-05-29; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 5.07.
  • 2024-05-10: Form 8-K; Period of report 2024-05-10; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2024-06-048-K2024-06-042.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events2.01 In connection with the Arrangement, effective at 12:01 a.m.
3.01 Fusion notified the Nasdaq Stock Market (“NASDAQ”) that, as of the Effective Time, each Share issued and outstanding immediately prior to such time would be acquired by Purchaser.
3.03 On June 4, 2024, in connection with the completion of the Arrangement, each Share that was issued and outstanding immediately prior to the Effective Time was transferred to the Purchaser in exchange for the right to receive the Consideration.
5.01 In connection with the Arrangement, a change of control of Fusion occurred and Fusion became a wholly-owned indirect subsidiary of Parent.
5.02 On June 4, 2024, in connection with the completion of the Arrangement and following the Effective Time, John Crowley (Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer) and Mohit Rawat (President and Chief Business Officer) ceased to serve in their capacities as executive officers of Fusion.
8.01 Incorporated by reference is Exhibit 99.1 attached hereto, a press release issued by Fusion on June 4, 2024 announcing the completion of the Arrangement.
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2024-05-318-K2024-05-318.01 Other Events8.01 On May 31, 2024, Fusion Pharmaceuticals Inc. (“Fusion”) announced that it obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the previously announced plan of arrangement (the “Arrangement”) under Section 192 of the Canada Business Corporations Act pursuant to the Arrangement Agreement, dated March 18, 2024 by and among Fusion, AstraZeneca AB (“Parent”) and 15863210 Canada Inc. (“Purchaser”), a wholly-owned subsidiary of Parent.d752304d8k.htm
2024-05-298-K2024-05-295.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure5.07 On May 29, 2024, Fusion Pharmaceuticals Inc. (“Fusion”) convened a special meeting (the “Meeting”) of the holders of common shares (the “Shares”) of Fusion (the “Shareholders”).
7.01 On May 29, 2024, Fusion issued a press release containing information about the voting results of the Meeting.
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2024-05-108-K2024-05-108.01 Other Events8.01 As previously disclosed, on March 18, 2024, Fusion Pharmaceuticals Inc. (“Fusion”), a corporation formed under the Canada Business Corporations Act (the “CBCA”) entered into a definitive arrangement agreement (the “Arrangement Agreement”) with AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden (“Parent”) and 15863210 Canada Inc., a corporation formed under the CBCA (“Purchaser”), under which Purchaser will acquire all of the issued and outstanding common shares of Fusion by way of a plan of arrangement under the CBCA (the “Arrangement”).d822760d8k.htm
2024-05-078-K2024-05-072.02 Results of Operations and Financial Condition2.02 On May 7, 2024, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2024.fusn-20240507.htm
2024-05-028-K2024-04-308.01 Other Events8.01 As previously disclosed, on March 18, 2024, Fusion Pharmaceuticals Inc. (“Fusion”), a corporation formed under the Canada Business Corporations Act (the “CBCA”) entered into a definitive arrangement agreement (the “Arrangement Agreement”) with AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden (“Parent”) and 15863210 Canada Inc., a corporation formed under the CBCA (“Purchaser”), under which Purchaser will acquire all of the issued and outstanding common shares of Fusion by way of a plan of arrangement under the CBCA (the “Arrangement”).d791508d8k.htm
2024-04-238-K2024-04-228.01 Other Events8.01 As previously disclosed, on March 18, 2024, Fusion Pharmaceuticals Inc. (“Fusion”), a corporation formed under the Canada Business Corporations Act (the “CBCA”) entered into a definitive arrangement agreement (the “Arrangement Agreement”) with AstraZeneca AB, a public company with limited liability (Aktiebolag) incorporated under the laws of Sweden (“Parent”) and 15863210 Canada Inc., a corporation formed under the CBCA (“Purchaser”), under which Purchaser will acquire all of the issued and outstanding common shares of Fusion by way of a plan of arrangement under the CBCA (the “Arrangement”).d823645d8k.htm
2024-04-128-K/A2024-04-098.01 Other Events8.01 On April 9, 2024, Fusion Pharmaceuticals Inc. (the “Company”) presented a poster at the American Association for Cancer Research Annual Meeting 2024 (the “Original AACR Poster”), which showed interim efficacy and safety data from the Phase 2 TATCIST open-label clinical trial evaluating FPI-2265, an actinium-225 based PSMA-I&T targeting radioconjugate (“RC”) for the treatment of metastatic castration-resistant prostate cancer.fusn-20240409.htm
2024-04-098-K2024-04-098.01 Other Events8.01 On April 9, 2024, Fusion Pharmaceuticals Inc. (the “Company”) presented a poster at the American Association for Cancer Research Annual Meeting 2024 which showed interim efficacy and safety data from the Phase 2 TATCIST open-label clinical trial evaluating FPI-2265, an actinium-225 based PSMA-I&T targeting radioconjugate (“RC”) for the treatment of metastatic castration-resistant prostate cancer (“mCRPC”).fusn-20240409.htm
2024-03-208-K2024-03-202.02 Results of Operations and Financial Condition2.02 On March 20, 2024, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter and year ended December 31, 2023.fusn-20240320.htm
2024-03-198-K2024-03-181.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
5.02 On March 18, 2024, Fusion also entered into an amendment (the “Burak Amendment”) to the Employment Agreement with Eric Burak, dated December 18, 2023 (the “Burak Employment Agreement”), in order to correct a scrivener’s error.
5.03 On March 18, 2024, the Board adopted an amendment (the “Bylaw Amendment”) to Fusion’s bylaws (as may be amended from time to time, the “Bylaws”).
7.01 On March 19, 2023, Fusion issued a press release announcing the execution of the Arrangement Agreement.
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2024-02-168-K2024-02-161.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On February 16, 2024, the Company issued a press release announcing its entry into the License Agreement and Settlement Agreement.
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2024-01-198-K2024-01-191.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d701754d8k.htm
2024-01-048-K2024-01-047.01 Regulation FD Disclosure; 8.01 Other Events7.01 On January 4, 2024, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing, among other things, clinical and manufacturing updates and an updated cash runway.
8.01 On January 4, 2024, the Company announced that, based on its cash, cash equivalents and investments of $207.3 million as of September 30, 2023, proceeds of approximately $65 million pursuant to Company’s at-the-market equity offering program with Jefferies LLC since September 30, 2023, an anticipated borrowing of $15 million under the Company’s loan and security agreement with Oxford Finance LLC and its current operating plan, the Company estimates that it will now be able to fund its operating expenses and capital expenditure requirements into the fourth quarter of 2025.
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2023-11-078-K2023-11-072.02 Results of Operations and Financial Condition2.02 On November 7, 2023, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2023.fusn-20231107.htm
2023-10-168-K2023-10-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) On October 10, 2023, Johan Christenson, Ph.D., Chau Khuong and Heather Preston, M.D. each informed Fusion Pharmaceuticals Inc. (the “Company”) that he or she would resign as a director of the Board of Directors of the Company (the “Board”) effective on October 16, 2023.fusn-20231010.htm
2023-08-088-K2023-08-082.02 Results of Operations and Financial Condition2.02 On August 8, 2023, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2023.fusn-20230808.htm
2023-06-278-K2023-06-267.01 Regulation FD Disclosure; 8.01 Other Events7.01 On June 26, 2023, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing interim data from its Phase 1 clinical trial evaluating FPI-1434 in patients with solid tumors expressing IGF-1R.
8.01 On June 27, 2023, the Company made available an investor presentation (the “Investor Presentation”), which the Company expects to use in connection with investor calls and/or conferences.
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2023-06-208-K2023-06-145.07 Submission of Matters to a Vote of Security Holders5.07 Fusion Pharmaceuticals Inc. (the “Company”) held its annual meeting of shareholders on June 14, 2023 (the “Annual Meeting”).fusn-20230614.htm
2023-05-118-K2023-05-101.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.02 On May 11, 2023, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2023.
3.02 The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
7.01 On May 11, 2023, the Company issued a press release announcing, among other things, the Offering.
8.01 On May 11, 2023, the Company announced that it is discontinuing the Phase 1, non-randomized, open-label clinical trial of FPI-1966 in patients with solid tumors expressing FGFR3.
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2023-03-168-K2023-03-162.02 Results of Operations and Financial Condition2.02 On March 16, 2023, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter and year ended December 31, 2022.fusn-20230316.htm
2023-03-108-K2023-03-107.01 Regulation FD Disclosure7.01 Fusion Pharmaceuticals Inc. informs its investors that it does not hold cash deposits or securities at Silicon Valley Bank.fusn-20230310.htm
2023-02-148-K/A2023-02-101.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.02 The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
7.01 On February 13, 2023, the Company issued a press release announcing, among other things, the Offering, its exercise of the Option under the Option and Asset Purchase Agreement and the Closing.
8.01 On February 13, 2023, the Company filed an inter partes review with the Patent Trial and Appeal Board to invalidate an issued U.S. patent with claims directed to methods for treating PSMA expressing cancers with multiple 225Ac-PSMA targeting agents issued to the University of Heidelberg (the “IPR”).
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2023-02-138-K2023-02-101.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.02 The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
7.01 On February 13, 2023, the Company issued a press release announcing, among other things, the Offering, its exercise of the Option under the Option and Asset Purchase Agreement and the Closing.
8.01 On February 13, 2023, the Company filed an inter partes review with the Patent Trial and Appeal Board to invalidate an issued U.S. patent with claims directed to methods for treating PSMA expressing cancers with multiple 225Ac-PSMA targeting agents issued to the University of Heidelberg (the “IPR”).
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2022-11-088-K2022-11-082.02 Results of Operations and Financial Condition2.02 On November 8, 2022, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2022.fusn-20221108.htm
2022-08-098-K2022-08-092.02 Results of Operations and Financial Condition2.02 On August 9, 2022, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2022.d359961d8k.htm
2022-06-218-K2022-06-145.07 Submission of Matters to a Vote of Security Holders5.07 Fusion Pharmaceuticals Inc. (the “Company”) held its annual meeting of shareholders on June 14, 2022 (the “Annual Meeting”).d370023d8k.htm
2022-06-098-K2022-06-097.01 Regulation FD Disclosure; 8.01 Other Events7.01 On June 9, 2022, Fusion Pharmaceuticals Inc. (the “Company”) made available an investor presentation (the “Investor Presentation”), which the Company expects to use in connection with investor calls and/or conferences.
8.01 On June 9, 2022, the Company issued a press release announcing updates on its Phase 1 clinical trial evaluating FPI-1434 as a monotherapy for the treatment of solid tumors expressing IGF-1R and its Phase 1 clinical trial evaluating FPI-1966 for the treatment of solid tumors expressing FGFR3.
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2022-05-108-K2022-05-102.02 Results of Operations and Financial Condition2.02 On May 10, 2022, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2022.d359189d8k.htm
2022-04-138-K2022-04-118.01 Other Events8.01 On April 11, 2022, James O’Leary, M.D. tendered his resignation as Chief Medical Officer of Fusion Pharmaceuticals Inc. (the “Company”) effective June 30, 2022 (“Exit Date”).d352921d8k.htm
2022-04-048-K2022-04-041.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
3.02 In connection with the Loan Agreement and the funding of the Term A loan facility, the Company issued to the Lender warrants (the “Initial Warrants”) to purchase an aggregate of 26,110 shares of the Company’s common stock, equal to 2.00% of the initial $10.0 million funded from the Term A loan facility divided by the exercise price of $7.66.
8.01 With the addition of the Term A loan facility, the Company expects its cash, cash equivalents and investments as of December 31, 2021 will enable the Company to fund its operations into the first quarter of 2024.
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2022-03-178-K2022-03-172.02 Results of Operations and Financial Condition2.02 On March 17, 2022, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended December 31, 2021.d316236d8k.htm
2021-11-098-K2021-11-092.02 Results of Operations and Financial Condition2.02 On November 9, 2021, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2021.d211260d8k.htm
2021-08-138-K2021-08-121.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On August 12, 2021, the Company issued a press release announcing its entry into the Collaboration Agreement.
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2021-08-108-K2021-08-102.02 Results of Operations and Financial Condition2.02 On August 10, 2021, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2021.d179356d8k.htm
2021-07-238-K/A2021-04-019.01 Financial Statements and Exhibits9.01 † Portions of this exhibit (indicated by asterisks) were omitted in accordance with the rules of the Securities and Exchange Commission.d840189d8ka.htm
2021-07-028-K2021-07-018.01 Other Events8.01 On July 1, 2021, Fusion Pharmaceuticals Inc. (the “Company” or “Fusion”) completed its acquisition of vofotamab, an antibody targeted to FGFR3 which Fusion refers to as FPI-1966, from Rainier Therapeutics, Inc. (f/k/a BioClin Therapeutics, Inc.) (“Rainier”), who had licensed the molecule from Genentech, Inc. This transaction (the “Asset Acquisition”) was completed in accordance with the terms of an asset purchase agreement entered into by Fusion and Rainier on March 10, 2020 (as amended, the “Amended Asset Purchase Agreement”).d192506d8k.htm
2021-06-078-K2021-06-045.07 Submission of Matters to a Vote of Security Holders5.07 Fusion Pharmaceuticals Inc. (the “Company”) held its annual meeting of shareholders on June 4, 2021 (the “Annual Meeting”).d177828d8k.htm
2021-06-038-K2021-06-011.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.03 The description set forth in Item 1.01 above is incorporated by reference in its entirety into this Item 2.03.
7.01 On June 2, 2021, the Company issued a press release announcing its entry into the Lease.
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2021-05-118-K2021-05-112.02 Results of Operations and Financial Condition2.02 On May 11, 2021, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2021.d77252d8k.htm
2021-04-028-K2021-04-017.01 Regulation FD Disclosure; 8.01 Other Events7.01 On April 1, 2021, the Company issued a press release announcing the closing of transactions contemplated by the Asset Purchase Agreement.
8.01 As previously disclosed, on March 1, 2021, Fusion Pharmaceuticals Inc. (the “Company” or “Fusion”) and Ipsen Pharma SAS (“Ipsen”) entered into an asset purchase agreement (the “Asset Purchase Agreement”) under which Fusion would acquire Ipsen’s intellectual property and assets related to IPN-1087, a small molecule targeting neurotensin receptor 1, or NTSR1, a protein expressed on multiple solid tumor types.
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2021-04-028-K2021-04-015.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (d) On April 1, 2021, upon recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Fusion Pharmaceuticals, Inc. (the “Company”), the Board elected Donald A. Bergstrom, M.D., Ph.D. to serve as a member of the Board until his successor is duly elected and qualified or until his earlier resignation or removal.d107487d8k.htm
2021-03-258-K2021-03-252.02 Results of Operations and Financial Condition2.02 On March 25, 2021, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the year ended December 31, 2020.d115241d8k.htm
2021-03-028-K2021-03-011.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On March 2, 2021, the Company issued a press release announcing its entry into the Asset Purchase Agreement.
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2021-02-128-K2021-02-115.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (d) On February 11, 2021, upon recommendation of the Nominating and Corporate Governance Committee of the Board of Directors (the “Board”) of Fusion Pharmaceuticals, Inc. (the “Company”) elected Philina Lee, Ph.D. to serve as a member of the Board until her successor is duly elected and qualified or until her earlier resignation or removal.d123441d8k.htm
2020-11-108-K2020-11-102.02 Results of Operations and Financial Condition2.02 On November 10, 2020, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2020.d715987d8k.htm
2020-11-038-K2020-10-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) On October 30, 2020, Damian Lamb, Ph.D. informed Fusion Pharmaceuticals, Inc. (the “Company”) that he would resign as a director and as chairperson of the Board of Directors (the “Board”) effective on October 30, 2020.d22908d8k.htm
2020-11-028-K2020-10-301.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
7.01 On November 2, 2020, the Company made available an investor presentation (the “Investor Presentation”), which the Company expects to use in connection with the announcement of the AstraZeneca Agreement.
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2020-08-118-K2020-08-112.02 Results of Operations and Financial Condition2.02 On August 11, 2020, Fusion Pharmaceuticals Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2020.d87567d8k.htm
2020-06-308-K2020-06-305.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 As previously disclosed in the Registration Statement on Form S-1, as amended (File No. 333-238968) (the “Registration Statement”) of Fusion Pharmaceuticals Inc. (the “Company”), on June 26, 2020 and in connection with the consummation of the initial public offering of the Company’s common shares (the “IPO”), the Company filed articles of amendment to its articles of the corporation (the “Amended Articles”) with the Government of Canada.d939176d8k.htm