UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2021 (November 3, 2020)

XENON PHARMACEUTICALS INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (604) 484-3300

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

This Amendment to the Current Report on Form 8-K of Xenon Pharmaceuticals Inc. (the “Company”), filed with the U.S. Securities Exchange Commission on November 5, 2020 (the “Form 8-K”), relates to the appointment of Patrick Machado to the Company’s Board of Directors (the “Board”). At the time of his appointment to the Board, no determination had been made regarding the committees of the Board on which Mr. Machado would serve. This Amendment is being filed to report Mr. Machado’s committee appointment. No other disclosure in the Form 8-K is amended by this Amendment.

On January 12, 2021, the Board appointed Mr. Machado to the Company’s Audit Committee, effective immediately. Following Mr. Machado’s appointment, the members of the Audit Committee are Mr. Frank Holler (Chair), Mr. Steven Gannon, Mr. Patrick Machado, and Mr. Michael Tarnow.

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.