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): ~~November~~December 1014, 2022

Sio Gene Therapies Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37418

85-3863315

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


1501 Broadway 12th Floor New York, New York 10036 (Address of principal executive offices) (Zip Code)

(Registrant’s telephone number, including area code): +1 646 677 6770

130 West 42nd Street

26th Floor

New York, New York 10036

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ 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 $0.00001 per share

SIOX

The Nasdaq Stock Market LLC

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 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On ~~November~~December 1014, 2022, the Board of Directors of Sio Gene Therapies Inc. (the "~~Registrant~~Company") ~~issued~~unanimously approved the dissolution and liquidation of the Company pursuant to a ~~press~~plan ~~release~~of ~~announcing~~complete ~~its~~liquidation ~~financial~~and ~~results~~dissolution ~~for~~(the "Plan of Dissolution"), subject to shareholder approval. The Company intends to call a special meeting of the ~~three~~shareholders to seek approval of the Plan of Dissolution and ~~six-months~~will ~~ended~~file ~~September~~proxy ~~30,~~materials ~~2022~~relating to the special meeting with the Securities and Exchange Commission as soon as practicable. A copy of ~~this~~the ~~press~~Plan ~~release~~of Dissolution is ~~furnished~~filed herewith as Exhibit 992.1 ~~to this Current Report~~ and is incorporated herein by reference.

InA ~~accordance~~copy ~~with General Instruction B.2.~~ of ~~Form 8-K,~~ the ~~information~~press inrelease ~~this~~issued ~~Item~~by ~~2.02,~~the ~~and~~Company ~~Exhibit~~on ~~99.1~~December ~~hereto~~14, ~~shall~~2022 ~~not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934~~announcing, asamong ~~amended~~other ~~(the "Exchange Act")~~things, ~~or otherwise subject to~~ the ~~liability~~Board of ~~that~~Directors' ~~section,~~approval ~~nor shall it be deemed incorporated by reference in any~~ of the ~~Registrant’s~~Plan ~~filings~~of ~~under~~Dissolution ~~the~~is ~~Securities~~filed ~~Act~~herewith ~~of 1933,~~ as ~~amended,~~Exhibit or99.1 ~~the~~and ~~Exchange~~incorporated ~~Act,~~herein ~~whether made before or after the date hereof, regardless of any incorporation language in such a filing, except as expressly set forth~~ by ~~specific~~ reference ~~in such a filing~~.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber						Description of Document
99.1						Press Release of Sio Gene Therapies Inc., dated November 10, 2022, “Sio Gene Therapies Announces Fiscal Second Quarter 2022 Financial Results”
2.1						Plan of Complete Liquidation and Dissolution of Sio Gene Therapies Inc.
99.1						Press Release of Sio Gene Therapies Inc., dated December 14, 2022, “Sio Gene Therapies Announces Plan of Complete Liquidation and Dissolution”
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIO GENE THERAPIES INC.

Dated:

~~November~~December 1014, 2022

By:

/s/ David Nassif

Name:

David Nassif

Title:

Chief Executive Officer; Chief Financial Officer; Chief Accounting Officer; and General Counsel

Filing Compare · Sio Gene Therapies Inc.