UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Neoleukin Therapeutics, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NEOLEUKIN THERAPEUTICS, INC.

360-1616 Eastlake Avenue188 East Blaine Street, Suite 450

Seattle, WA 98102

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 5, 202013, 2021

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Neoleukin Therapeutics, Inc., a Delaware corporation (the “Company”). The meeting is expected to be held on May 5, 202013, 2021 at 1:30 p.m. local time at the officesPacific Time. In light of Fenwick & West LLP, 1191 2nd Avenue, Fl.10, Seattle, Washington 98101. We are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light ofregarding the evolving coronavirus(COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above and herein) or may decide to hold pandemic, the meetingAnnual Meeting will be held in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We planvirtual meeting format only at www.virtualshareholdermeeting.com/NLTX2021. You will not be able to announce any such updates on our proxy website (www.virtualshareholdermeeting.com/nltx2020), and we encourage you to check this website prior toattend the meeting if you plan to attend.Annual Meeting in person. The meeting will be held for the following purposes:

These items of business are more fully described in the proxy statement accompanying this Notice.

The record date for the Annual Meeting is March 12, 2020.18, 2021. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

By		Order of the Board of Directors
Dr.		Jonathan G. Drachman
Chief Executive Officer

Seattle, Washington

March 24, 202031, 2021

We currently intend to hold the annual meeting in person, and you are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please vote over the internet or by telephone, or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card, as promptly as possible in order to ensure your representation at the meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a proxy card by mail, the instructions are printed on your proxy card and included in the accompanying proxy statement. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder. We plan to announce any updates as to the location of our annual meeting on our proxy website (www.virtualshareholdermeeting.com/nltx2020), and we encourage you to check this website prior to the meeting if you plan to attend.

NEOLEUKIN THERAPEUTICS, INC.

360-1616 Eastlake Avenue188 East Blaine Street, Suite 450

Seattle, Washington 98102

PROXY STATEMENT

FOR THE 20202021 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 5, 202013, 2021

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors of Neoleukin Therapeutics, Inc. (the “Company,” “Neoleukin,” “we,” “us” or “our”) is soliciting your proxy to vote at the 20202021 Annual Meeting of Stockholders (the “Annual Meeting”), including at any adjournments or postponements of the meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about March 24, 2020,31, 2021, to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We intend to send you a proxy card, along with a second Notice, on or after March 24, 2020.31, 2021.

How do I attend the Annual Meeting?

TheDue to public health and travel concerns as well as state and local government restrictions caused by the COVID-19 pandemic, this year’s annual meeting is expectedwill be accessible online through the Internet. We have worked to be held on May 5, 2020 at 1:30 p.m. local time atoffer the offices of Fenwick & West LLP, 1191 2nd Avenue, Fl.10, Seattle, Washington 98101. For directions, please call the offices of Fenwick & West LLPat (206) 389-4510. Information on how to vote in person at the meeting is discussed below. We currently intend to holdsame participation opportunities as if you attended the annual meeting in person. However, we are sensitive toYou may attend the public healthannual meeting online, including voting and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus(COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above and herein) or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting).submitting questions, at www.virtualshareholdermeeting.com/NLTX2021. We plan to announce any such updates on our proxy website (www.virtualshareholdermeeting.com/nltx2020), and we encourage you to check this website prior toaccess the annual meeting before it begins. Online check-in will begin at 1:30 p.m. Pacific Time on the date of the annual meeting. If you have difficulty accessing the meeting, if you planplease call TFN: 844-986-0822 / International: 303-562-9302. We will have technicians available to attend.assist you.

What am I voting on?

At the Annual Meeting, stockholders will act upon the matters outlined in the Notice of Annual Meeting of Stockholders, including:

Who is entitled to vote at the meeting?

Our Board of Directors has set March 12, 202018, 2021 as the record date for the Annual Meeting. If you were a stockholder of record of our common stock at the close of business on March 12, 2020,18, 2021, you are entitled to vote at the meeting. As of the record date, 38,373,16042,296,033 shares of our common stock were issued and outstanding and, therefore, eligible to vote at the meeting.

What are my voting rights?

Holders of our common stock are entitled to one vote per share. There is no cumulative voting.

What if another matter is properly brought before the meeting?

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

You may either vote “For” or “Withhold” for each nominee to the Board of Directors. For the approval of amendments to our 2020 Employee Stock Purchase2014 Equity Incentive Plan, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, and the advisory approval of the compensation of named executive officers, you may vote “For” or “Against” or abstain from voting. For the advisory vote on the frequency of holding an advisory vote on the compensation of our named executive officers, you may vote “One Year,” “Two Years,” “Three Years” or “Abstain”.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in persononline at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the Notice to ensure that your vote is counted. To vote in persononline at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker or bank included with these proxy materials or contact your broker or bank to request a proxy form.

Internet proxy voting will be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

In light of the evolvingCOVID-19 situation, we strongly recommend that you vote your shares in advance of the meeting as instructed above, even if you plan to attend the meeting.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of March 12, 2020.18, 2021.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or in persononline at the Annual Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the particular proposal is considered to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respectto “non-routine” matters. Under the rules and interpretations of various national and regional securitiesexchanges, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain corporate governance proposals, even if management-supported. Ratification of the appointment of auditors is considered a “routine” matter. Accordingly, your broker or nominee may not vote your shares on the election of either nominee for director, for the approval of amendments to our 2020 Employee Stock Purchase2014 Equity Incentive Plan, or the advisory approval of compensation of named executive officers, or the vote on whether futurenon-binding advisory votes on the compensation paid by us to our named executive officers, should be held every one, two or three years, without your instructions, but may vote your shares on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020,2021, without your instructions. When a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed tobe “non-routine,” the broker or nominee cannot vote the shares. These unvoted shares are counted as“broker non-votes.”

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the election of all of the nominees for director, “For” the approval of our 2020 Employee Stock Purchase Plan, “For” the advisory approval of the compensation of named executive officers, “For” the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2020,2021, “For” the approval of amendments to our 2014 Equity Incentive Plan, and for “One Year” for“For” the vote on whether futurenon-bindingadvisory votes on theapproval of compensation paid by us toof our named executive officers should be held every one, two or three years.officers. If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

When are stockholder proposals and director nominations due for next year’s annual meeting?

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by November 24, 2020,December 1, 2021, to our Corporate Secretary at360-1616 Eastlake Avenue 188 East Blaine Street, Suite 450, Seattle, Washington 98102, and must comply with all applicable requirements ofRule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, however, that if our 20212022 Annual Meeting of Stockholders is held before April 5, 202113, 2022 or after June 4, 2021,12, 2022, then the deadline is a reasonable amount of time prior to the date we begin to print and mail our proxy statement for the 20212022 Annual Meeting of Stockholders. If you wish to submit a proposal (including a director nomination) at the 20212022 Annual Meeting of Stockholders that is not to be included in next year’s proxy materials, the proposal must be received by our Corporate Secretary not later than the close of business on February 4, 202112, 2022 nor earlier than the close of business on January 5, 2021;13, 2022; provided, however, that if our 20212022 Annual Meeting of Stockholders is held before April 5, 202113, 2022 or after June 4, 2021,12, 2022, then the proposal must be received no earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. You are also advised to review our bylaws, which contain additional requirements about advance notice of stockholder proposals and director nominations.

ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, to approve amendments to our 2014 Equity Incentive Plan and to approve the compensation for our named executive officers, votes “For,” “Against,” abstentions andbroker non-votes. For the advisory vote on the frequency of holding an advisory vote on the compensation of our named executive officers, votes of “One Year,” “Two Years,” or “Three Years” will be counted.

How many votes are needed to approve each proposal?

For the election of directors, the twothree nominees to serve until the 20232024 Annual Meeting of Stockholders receiving the most “For” votes from the holders of shares present in persononline at the meeting or represented by proxy and entitled to vote generally on the election of directors will be elected. Because directors are elected by a plurality of the votes received, only votes “For” will affect the outcome.

To be approved, ProposalsProposal No. 2, ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2021, must receive “For” votes from the holders of a majority of shares present online at the meeting or represented by proxy and 4,entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote.

Proposal No. 2 is considered a routine matter, and therefore no broker non-votes are expected to exist in connection with Proposal No. 2.

To be approved, Proposal No. 3, approval of amendments to our 2020 Employee Stock Purchase2014 Equity Incentive Plan, must receive “For” votes from the holders of a majority of shares present online at the meeting or represented by proxy and entitled to vote on such matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect.

To be approved, Proposal No. 4, an advisory approval ofvote on the compensation offor our named executive officers, each must receive “For” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on such matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote.Broker non-votes will have no effect.

To be approved, Proposal No. 3, ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2020, must receive “For” votes from the holders of a majority of shares present in person or represented by proxy and entitled to vote on the matter. If you “Abstain” from voting, it will have the same effect as an “Against” vote.

Proposal No. 3 is considered a routine matter, and therefore nobroker non-votes are expected to exist in connection with Proposal No. 3.

Proposal No. 5, the advisory vote on the frequency of holding an advisory vote on the compensation of our named executive officers will be approved on an advisory basis by a plurality of the votes cast at the meeting. This means that the option of either “One Year,” “Two Years,” or “Three Years” that receives the highest number of “FOR” votes will be the approved frequency.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present online at the meeting in person or represented by proxy. On the record date, there were 38,373,16042,296,033 shares outstanding and entitled to vote. Thus, the holders of 19,186,58121,148,017 shares must be present in persononline at the meeting or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in persononline at the meeting. Abstentions andbroker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present online at the meeting in person or represented by proxy may adjourn the Annual Meeting to another date.

How does the Board of Directors recommend that I vote?

You will vote on the following management proposals:

The Board of Directors recommends that you vote FOR all the nominees in Proposal No. 1, and FOR Proposal Nos. 2, through 4,3 and forONE YEAR for Proposal No. 5.4.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report onForm 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to filea Form 8-K within four business days after the meeting, we intend tofile a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file anamended Form 8-K to publish the final results.

How will the proxies vote on any other business brought up at the meeting?

By submitting your proxy card, you authorize the proxies to use their judgment to determine how to vote on any other matter brought before the meeting. We do not know of any other business to be considered at the meeting.

The proxies’ authority to vote according to their judgment applies only to shares you own as the stockholder of record.

How can I communicate with Neoleukin’s Board of Directors?

Stockholders may communicate with our Board of Directors by sending a letter addressed to the Board of Directors, all independent directors or specified individual directors to: Neoleukin Therapeutics, Inc., c/o Corporate Secretary at360-1616 Eastlake Avenue 188 East Blaine Street, Suite 450, Seattle, Washington 98102. All communications will be compiled by the Secretary and submitted to the Board of Directors or the specified directors on a periodic basis.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

STOCKHOLDER MEETING TO BE HELD ON MAY 5, 202013, 2021

This proxy statement and the Annual Reporton Form 10-K for the fiscal year ended December 31, 20192020

are available athttp://investor.neoleukin.com/financial-filings/sec-filings.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board of Directors is divided into three classes. Each class consists, as nearly as possible,of one-third of the total number of directors, and each class has a three-year term. Vacancies on the Board of Directors may be filled only by persons elected by a majority of the remaining directors. A director elected by the Board of Directors to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified.

The Board of Directors presently has sixseven members. There are twothree Class IIII directors whose term of office expires in 2020.2021. If elected at the Annual Meeting, each of the nominees would serve until the 20232024 annual meeting and until his or her successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. It is our policy to invite directors and nominees for director to attend the Annual Meeting. AllThree of our directors attended the 20192020 Annual Meeting of Stockholders.

The following table sets forth information with respect to our directors, including the twothree nominees for election at the Annual Meeting, as of March 12, 2020:16, 2021:

Each of the nominees was recommended for election by the Nominating and Corporate Governance Committee of the Board of Directors.

Directors are elected by a plurality of the votes of the holders of shares of common stock present in persononline at the meeting or represented by proxy and entitled to vote on the election of directors. Accordingly, the twothree nominees receiving the highest number of affirmative votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the twothree nominees. You may not cumulate votes in the election of directors. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Neoleukin. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

Nominees for Election for a Three-Year Term Expiring at the 2024 Annual Meeting

Martin Babler served as President and Chief Executive Officer at Principia Biopharma Inc., a biopharmaceutical company, from April 2011 until its acquisition by Sanofi S.A. in October 2020. From December 2007 to April 2011, Mr. Babler served as President and Chief Executive Officer of Talima Therapeutics, Inc., a pharmaceutical company. From 1998 to 2007, Mr. Babler held several positions at Genentech, Inc., a biopharmaceutical company, most notably as Vice President, Immunology Sales and Marketing. While at Genentech he also helped to build and led the Commercial Development organization and led the Cardiovascular Marketing organization. Mr. Babler was previously employed at Eli Lilly and Company, a pharmaceutical company, in positions focused on sales, sales management, global marketing and business development. Mr. Babler presently

serves on the board of directors of Omega Alpha SPAC and on the Emerging Companies Section Governing Board of the Biotechnology Innovation Organization, or BIO. Mr. Babler received a Swiss Federal Diploma in pharmacy from the Federal Institute of Technology in Zurich and completed the Executive Development Program at the Kellogg Graduate School of Management at Northwestern University. The Nominating and Governance Committee believes that Mr. Babler is qualified to serve on our Board of Directors because he has extensive experience in the biopharmaceutical industry.

Erin Lavelle has served as the Chief Operating Officer and Chief Financial Officer Eliem Therapeutics, a Seattle-based privately held neurological therapeutics company, since October 2020. From April 2018 to February 2020, Ms. Lavelle served as the Chief Operating Officer at Alder BioPharmaceuticals, Inc. In addition to that role, she served as Alder’s appointed director for Vitaeris Inc., a privately held biotechnology company based in Vancouver, British Columbia, Canada. Prior to that, she served in various roles at Amgen Inc. from 2003 to 2018, most recently serving as General Manager Taiwan from September 2017 to April 2018, as Executive Director, Japan Asia Pacific (Hong Kong) from May 2016 to September 2017, and Executive Director, Global Marketing Business Analytics and Insights from June 2014 to May 2016. She started her career in Investment Banking at Merrill Lynch. Ms. Lavelle holds a Bachelor of Arts in Economics from Yale University. The Nominating and Governance Committee believes that Ms. Lavelle is qualified to serve on our Board of Directors because she has extensive experience in the biopharmaceutical industry.

Lewis T. “Rusty” Williams, M.D., Ph.D., has served as the Chairman and Chief Executive Officer of Walking Fish Therapeutics, Inc., a biotechnology start-up company, since February 2019. Dr. Williams has also served as a venture partner of Quan Capital, LLP, a healthcare-focused venture capital firm, since October 2018. From January 2002 to December 2017, Dr. Williams founded and held several positions at Five Prime Therapeutics, Inc., culminating in the position of President and Chief Executive Officer from April 2011 to December 2017. From September 1992 to December 2001, Dr. Williams held several positions at Chiron Corporation, culminating in the position as Chief Scientific Officer and as a member of the board of directors. Prior to joining Chiron, Dr. Williams was a professor of medicine at the University of California, San Francisco from August 1984 to June 1993, where he served as the director of the Cardiovascular Research Institution and Daiichi Research Center. Prior to UCSF, Dr. Williams co-founded and served on the board of directors of COR Therapeutics, Inc., a biotechnology company focused on cardiovascular disease, from June 1989 to September 1994, and served on the faculties of Harvard Medical School and Massachusetts General Hospital from July 1982 to July 1984. He is a member of the National Academy of Sciences and a fellow of the American Academy of Arts and Sciences. Dr. Williams received his B.S. in Chemistry from Rice University, and his M.D. and Ph.D. in Pharmacology / Biochemistry from Duke University. The Nominating and Governance Committee believes that Dr. Williams is qualified to serve on our Board of Directors because he has extensive experience in the biopharmaceutical industry.

THE BOARD RECOMMENDS

A VOTE IN FAVOR OF EACH NAMED NOMINEE.

Directors Continuing in Office Until the 2022 Annual Meeting

Jonathan G. Drachman, M.D., has served as a director and the Chief Executive Officer of Neoleukin since November 2018. From November 2004 to May 2018, Dr. Drachman held several positions at Seagen Inc., culminating in the position of Chief Medical Officer and Executive Vice President of Research and Development. From 1998 to 2004, he was a faculty member in the Division of Hematology at the University of Washington, and a Senior Investigator in the Division of Research and Education at Puget Sound Blood Center. He currently serves on the board of directors of Harpoon Therapeutics, Inc. and Calithera Biosciences, Inc. Dr. Drachman received his M.D. at Harvard Medical School and his A.B. in Biochemistry from Harvard College. He completed his residency in internal medicine and a fellowship in medical oncology at the University of Washington. The Nominating and Governance Committee believes that Dr. Drachman is qualified to serve on our Board of Directors because he has extensive experience in the biopharmaceutical industry and service as our Chief Executive Officer.

Sarah B. Noonberg, M.D., Ph.D., is the Chief Medical Officer of Maze Therapeutics. Previously, Dr. Noonberg served as the Chief Medical Officer of Nohla Therapeutics Inc., a developer of universal, off-the-shelf cell therapies for patients with hematologic malignancies and other critical diseases, from May 2018 to May 2019. Prior to joining Nohla Therapeutics, she served as the Chief Medical Officer of Prothena Corporation plc, a

biotechnology company, from May 2017 to March 2018. Prior to joining Prothena, Dr. Noonberg served as Group Vice President and Head of Global Clinical Development at BioMarin Pharmaceuticals Inc., a biotechnology company, from August 2015 to March 2017. From May 2007 to August 2015, she held several positions at Medivation, Inc., a biopharmaceutical company, culminating in the position of Senior Vice President of Early Development. She currently serves on the board of directors of Protagonist Therapeutics, Inc. Dr. Noonberg received her M.D. at the University of California, San Francisco, her Ph.D. in Bioengineering at the University of California, Berkeley, and her B.S. in Engineering at Dartmouth College. She is a board-certified internist and completed her residency at Johns Hopkins Hospital. The Nominating and Governance Committee believes that Dr. Noonberg is qualified to serve on our Board of Directors because she has extensive medical knowledge and clinical development and regulatory expertise.

Directors Continuing in Office Until the 2023 Annual Meeting

M. Cantey Boyd is a Managing Director at Baker Brothers Investments, a registered investment adviser focused on long-term investments in life-sciences companies. Prior to joining Baker Brothers in 2005, Ms. Boyd was an Analyst in the Healthcare Investment Banking Group of Deutsche Bank Securities from 2002 to 2004. Ms. Boyd graduated with an A.B. in Business-Economics from Brown University. The Nominating and Corporate Governance Committee believes that Ms. Boyd is qualified to serve on our Board of Directors because of her significant experience working with life sciences companies.

BOARD LEADERSHIP STRUCTURE

In accordance with our corporate governance guidelines, a copy of which is posted on our website at http://investor.neoleukin.com/ in the “Corporate Governance” section thereof, our Board of Directors has flexibility to determine whether the offices of the Chairperson of the Board and Chief Executive Officer should be separate. The Board of Directors, in consultation with our Nominating and Governance Committee, believes that it should have the flexibility to make this determination as circumstances require, and in a manner that it believes is best to provide appropriate leadership for the Company. Our Nominating and Governance Committee will periodically consider the Board’s leadership structure and make recommendations to change the structure as it deems appropriate.

In March 2020, the Board of Directors appointed Mr. Simpson, who was acting as our lead independent director, as Chairperson of the Board. The Board of Directors believes that this leadership structure, with Mr. Simpson serving as the Chairman and Dr. Drachman serving as Chief Executive Officer, is appropriate at this time because it enables the Board, as a whole, to engage in oversight of management, promote communication and collaboration between management and the Board, and oversee governance matters, while allowing our Chief Executive Officer to focus on his primary responsibility, the operational leadership and strategic direction of the Company. In addition, the Board of Directors benefits from the perspective and insights of Mr. Simpson and Dr. Drachman as a result of their extensive experience in the biotechnological and biopharmaceutical industries.

The Board of Directors has determined that each member of each of the above committees meets the applicable Nasdaq rules and regulations regarding “independence” and each member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to the Company.

Below is a description of each such committee of the Board of Directors.

In addition, when required, the Compensation Committee will reviewreviewing with management our Compensation Discussion and Analysis and considerconsidering whether to recommend that it be included in proxy statements and other filings.

Compensation Committee Interlocks and Insider Participation

During 2019,2020, none of the members of the Compensation Committee was currently or had been at any time one of our officers or employees. None of our executive officers currently serves, or has served during the last year, as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee of the Board of Directors oversees our corporate governance function. The primary functions of this committee include:

The Nominating and Corporate Governance Committee consists of three directors: Ms. Boyd, Ms. Lavelle and Dr. Williams, Dr. Noonberg, and Ms. Boyd.Noonberg. All members of the Nominating and Corporate Governance Committee that served during 20192020 were, and all current members are independent (as independence is currently defined in Rule 5605(a)(2) of the Nasdaq listing standards). The Nominating and Corporate Governance Committee met once during 2019. The Board of Directors has adopted a written Nominating and Corporate Governance Committee charter that is available to stockholders on our website at http://investor.neoleukin.com/corporate-governance.

The Board shall be responsible for nominating persons for election to the Board and for filling vacancies on the Board that may occur between annual meetings of Directors believes that candidatesstockholders. Our Nominating and Corporate Governance Committee has primary responsibility for director should have certain minimumsetting the qualifications including the abilityas to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics.who can sit on our Board. The Nominating and Corporate Governance Committee also intends to consider such factors as possessing relevant expertise upon which to be able to offer adviceis tasked with identifying individuals who meet those qualifications and guidance to management, having sufficient time to devote toperiodically reviewing our affairs, demonstrated excellence in his or her or her field, having the ability to exercise sound business judgment and having the commitment to rigorously represent the long-term interestsBoard’s structure. As part of our stockholders. However, the Board of Directors retains the right to modify these qualifications from time to time. Candidates for director nominees are reviewed in the context of the current composition of the Board of Directors, our operating requirements and the long-term interests of stockholders. In conducting this assessment,process, the Nominating and Corporate Governance Committee typically considerswill consider the size and breadth of our business and the need for Board diversity, age,and will recommend candidates with the goal of developing an experienced, diverse and highly qualified Board.

Nominees for director will be selected based on criteria such as independence, integrity, diversity (including with respect to race, ethnicity, gender and sexual orientation), geography, financial skills and such other factors as it deems appropriate, givenexpertise, breadth of experience, knowledge about our currentbusiness and industry, willingness and ability to devote adequate time and effort to our Board, ability to contribute to our Board’s overall effectiveness, and the needs of our Board and those of the Board of Directors, to maintain a balance of knowledge, experience and capability.its committees. We value diversity on a company-wide basis, but have not adopted a specific policy regarding Board diversity.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a stockholder. Stockholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board of Directors may do so by delivering a written recommendation to the Nominating and Corporate Governance Committee at the following address:360-1616 Eastlake Avenue 188 East Blaine Street, Suite 450, Seattle, Washington 98102. Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating stockholder is a beneficial or record holder of our stock. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

STOCKHOLDER COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Historically, wePursuant to our Corporate Governance Guidelines, stockholders that wish to communicate with the Board, should send such correspondence to the attention of the Secretary, at 188 East Blaine Street, Suite 450, Seattle, WA 98102 or by email at corporatesecretary@neoleukin.com. Our Secretary will forward the communication to the Board unless it is primarily commercial in nature or related to an improper or irrelevant topic. We do not have not provided a formal process related to stockholder communicationsby which stockholders may communicate directly with themembers of our Board of Directors. Nevertheless, every effort has been made to ensure that the views of stockholders are heard by the Board of Directors or individual directors, as applicable, and that appropriate responses are provided to stockholders in a timely manner. We believe our responsiveness to stockholder communicationsthat an informal process, in which any communication sent to the Board of Directors has been excellent. Nevertheless,in care of the Nominating and Corporate Governance Committee will consider from timeSecretary is generally to time the adoption of a formal process for stockholder communications withbe forwarded to the Board of Directors, serves the needs of the Board and if adopted, publish it promptly and post it to our website.stockholders.

CODE OF ETHICS

We have adopted the Neoleukin Therapeutics, Inc. Code of Business Conduct and Ethics that applies to all officers, directors, employees and individuals engaged by the Company as independent contractors. The Code of Business Conduct and Ethics is available on our website at http://investor.neoleukin.com/corporate-governance. If we make any substantive amendments to the Code of Business Conduct and Ethics or grantsgrant any waiver from a provision of the Code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website.

CORPORATE GOVERNANCE GUIDELINES

Our Board of Directors has adopted Corporate Governance Guidelines to ensure thatreflect the Board of Directors will have the necessary authority andDirectors’ strong commitment to sound corporate governance practices in place to review and evaluate our business operations as needed and to make decisions that are independent ofencourage effective policy and decision making at both the Board and management level, with a view to enhancing long-term value for our management.stockholders. The guidelines are also intended to alignassist the interestsBoard of directorsDirectors in the exercise of its governance responsibilities and management with those of our stockholders.serve as a framework within which the Board may conduct its business. The Corporate Governance Guidelines set forth the practices and expectations of the Board of Directors intends to follow with respect to board compositionperformance evaluation, compensation and selection, board meetings and involvement of senior management,succession planning for our Chief Executive Officer and other executive officers, Board and Board committee performance evaluation, the structure and succession planning,composition of the Board, responsibilities of directors, Board logistics, and board committees and compensation.stockholder communications with the Board. The Corporate Governance Guidelines, as well as the charters for the Audit, Compensation and Nominating and Corporate Governance committees of the Board of Directors, may be viewed athttp://investor.neoleukin.com/corporate-governance.

independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report onForm 10-K for the the fiscal year ended December 31, 2019.2020.

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”“Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

PROPOSAL NO. 2

APPROVALRATIFICATION OF THE NEOLEUKIN THERAPEUTICS, INC.APPOINTMENT OF

2020 EMPLOYEE STOCK PURCHASE PLANINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

On March 12, 2020,SUMMARY

Deloitte & Touche LLP, an independent registered public accounting firm, served as our independent auditors for the year ended December 31, 2020.

The Audit Committee of the Board of Directors approvedhas appointed Deloitte & Touche LLP as our independent registered public accounting firm for the Neoleukin Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the “ESPP”), subject to stockholder approvalfiscal year ending December 31, 2021, and has further directed that management submit the appointment of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. TheRepresentatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting by telephone. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. However, the Audit Committee of the Board of Directors believesis submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board of Directors will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board of Directors in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our best interests and the best interests of our stockholders.

The affirmative vote of the holders of a majority of the shares present online at the meeting or represented by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the appointment of Deloitte & Touche LLP.

CHANGE IN INDEPENDENT REGISTERED ACCOUNTING FIRM

As previously disclosed, on March 20, 2020, in recognition that our financial operations and management team had transitioned to be primarily located in the U.S. following the Merger, Deloitte LLP resigned as our independent registered public accounting firm, and Deloitte & Touche LLP was appointed as the successor independent registered public accounting firm. The decision to change the certifying accountant was approved by the Audit Committee.

The audit reports of Deloitte LLP on our financial statements for the past two fiscal years did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

In connection with the audits of our financial statements for each of the two fiscal years ended December 31, 2019 and 2018, there were no disagreements with Deloitte LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte LLP to make reference to the matter in its reports for such years. There were no “reportable events” as that term is described in Item 304(a)(1)(v) of Regulation S-K.

We provided Deloitte with a copy of a Current Report on Form 8-K (the “Form 8-K”), which was filed with the SEC on March 20, 2020, and requested that Deloitte LLP furnish us with a letter addressed to the SEC stating whether Deloitte LLP agreed with the disclosures in the Form 8-K or, if not, stating the respects in which it did not agree. We received the requested letter from Deloitte LLP and a copy of the letter, dated March 20, 2020, was filed as Exhibit 16.1 to the Form 8-K and such letter is incorporated by reference herein.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table represents aggregate fees earned by our prior independent registered public accounting firm, Deloitte LLP, for services rendered for the years ended December 31, 2020 and 2019:

The Audit Committee has determined that the ESPPrendering of services other than audit services by Deloitte & Touche LLP is compatible with maintaining the principal accountant’s independence.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL NO. 2.

PROPOSAL NO. 3

APPROVAL OF AMENDMENTS TO THE 2014 EQUITY INCENTIVE PLAN

Overview

We are asking our stockholders to approve an amendment and restatement of our 2014 Equity Incentive Plan (the “Restated 2014 Plan”) to enable us to continue to grant shares of our common stock reserved for issuance under the 2014 Equity Incentive Plan (“2014 Plan”). Our Board of Directors adopted the Restated 2014 Plan on March 23, 2021, subject to approval by our stockholders. If the Restated 2014 Plan is not approved, our current 2014 Plan will remain as-is.

Our 2014 Plan was initially adopted by Aquinox Pharmaceuticals, Inc., or Aquinox, and approved by its shareholders in 2014. In 2019, Aquinox and Neoleukin Corporation completed a reverse merger (the “Reverse Merger”), after which the 2014 Plan covered employees, consultants and directors of both Aquinox and Neoleukin Corporation. Aquinox was renamed Neoleukin Therapeutics, Inc. (“Neoleukin”) on the completion of the Reverse Merger.

The 2014 Plan, as originally adopted in 2014, provides that the share pool automatically increases on each January 1 by 4% of the total number of shares of all classes of our common stock outstanding on December 31^st of the preceding calendar year, through January 1, 2024 (the “Evergreen Provision”), unless our Board of Directors determines to increase the share pool by a smaller number of shares.

Our Board of Directors has determined that it is in the best interests of Neoleukin and its stockholders to seek approval of the Restated 2014 Plan with the following material changes from our 2014 Plan, which changes were approved by our Board of Directors on March 23, 2021:

Reasons for Amendment and Restatement of the 2014 Plan

We are an importantearly stage company with a rapidly growing workforce. We had 8 employees at the end of 2018 and 70 employees as of December 31, 2020. In addition, we believe that equity awards are a crucial component of our total compensation package, necessary to recruit, retain and reward qualified personnel in the intensely competitive biotechnology and pharmaceutical industry. We expect to continue to grow rapidly as we become a clinical stage company.

Many of our peers, with whom we compete for talent, adopted 10-year evergreens in connection with their initial public offerings, each with a 4-5% average annual increase. We believe that in many respects we were analogous to a newly public company upon the completion of the Reverse Merger. Neoleukin Corporation was only formed in 2018 as a private company prior to the Reverse Merger, and became part of Neoleukin, the publicly traded entity, following the Reverse Merger. At the time of our Reverse Merger in 2019, there were only 5 years remaining

in the current Evergreen Provision. We do not believe that our current share pool plus the current Evergreen Provision provide us with enough flexibility to appropriately meet our anticipated equity needs in the years of expected high growth ahead. We further believe that having incremental share pool increases each year via an evergreen provision is more prudent and efficient at our current growth stage than asking for large share increases periodically.

Also, the efficacy of our current Evergreen Provision is materially impeded because we have issued a significant number of pre-funded warrants in lieu of common stock to investors. Pre-funded warrants are issued to investors either in exchange for fully paid shares of common stock or in connection with an equity offering and at a purchase price consistent with the price of common stock issued in such offering, which are fully vested and exercisable at any time for common stock for only additional nominal cash consideration (by way of example, all pre-funded warrants outstanding as of December 31, 2020 have a per share exercise price of $0.000001), such that there is no meaningful cost to convert such warrants into shares of common stock. As of December 31, 2020, we had 12,663,010 pre-funded warrants outstanding and 42,196,296 shares of common stock outstanding. Accordingly, if as of December 31, 2020, the pre-funded warrants were included as shares of common stock outstanding, the pre-funded warrants would represent 23% of the total. Because of the characteristics of pre-funded warrants discussed above and the significant number of pre-funded warrants outstanding, our Compensation Committee and Board of Directors, with the input of its independent compensation consultant, believes it is appropriate to include pre-funded warrants in the calculation of the number of shares of outstanding common stock to which the 4% evergreen increase will be applied. This would include any pre-funded warrants currently outstanding and any that we issue in the future.

In determining the proposed changes to the Evergreen Provision, our Board of Directors carefully considered a number of factors, including the potential dilutive impact of equity awards and the Company’s anticipated growth, hiring plans, retention needs and competitive landscape for talent.

In approving the Restated 2014 Plan, our stockholders will also be approving (i) an increased term of the plan, through March 23, 2030, 9-years from the date of the Board of Directors’ approval of the Restated 2014 Plan, (ii) a revised limit on the aggregate number of shares that may be issued upon the exercise of incentive tool supportingstock options under the Restated 2014 Plan, which limit is included to comply with requirements under regulations relating to incentive stock options, and (iii) an increase in the yearly compensation limit for non-employee directors from $600,000 to $750,000 (increased to $1,000,000 in the calendar year of the director’s initial services as a non-employee director), with such compensation limit to cover awards granted in such calendar year combined with cash compensation for such calendar year, as calculated under the Restated 2014 Plan. Our compensation consultant advised us that the $750,000 and $1,000,000 limits are aligned with comparable companies.

If our stockholders do not approve the Restated 2014 Plan, the 2014 Plan will remain as-is.

Equity Compensation Is a Critical Element of Our Compensation Policy

Approval of the Restated 2014 Plan will enable us to continue to attract, retain and motivate talented individuals who possess the skills necessary to expand our business and assist in the achievement of our continuedstrategic objectives, to the benefit of all of our stockholders and in the best interest of the Company.

We believe that our future success and our ability to remain competitive are dependent on our continuing efforts to attract, retain and motivate highly qualified personnel, while also aligning the long-term value creation objectives of our workforce with those of our stockholders. If approved by stockholders, the ESPP will be effective May 5, 2020.

Summary of the ESPP

The ESPP provides eligiblepersonnel. Allowing employees with an opportunity to purchaseparticipate in owning shares of our common stock athelps align the objectives of our stockholders and our employees, and is important in attracting, motivating and retaining the highly skilled personnel that are essential to our success. We currently grant options to the majority of our newly hired employees and to all of our executives and non-employee directors. We also have granted, and in the future may grant, options, restricted stock units, stock appreciation rights and shares of restricted stock, subject to time- and performance-based vesting, to certain employees on a discount through accumulated payroll deductions.targeted basis to incentivize retention and performance objectives.

Summary of the Restated 2014 Plan

Our 2014 Plan was initially adopted by Aquinox Pharmaceuticals, Inc., or Aquinox, and approved by its shareholders in 2014. The principal2014 Plan was a successor and continuation of Acquinox’s Joint Canadian Stock Option Plan (the “2006 Plan”). In 2019, Aquinox and Neoleukin Corporation completed the Reverse Merger, after which the 2014 Plan covered both employees of Aquinox and Neoleukin. Aquinox was renamed Neoleukin Therapeutics, Inc. on the completion of the Reverse Merger. In 2019 and shortly following the Reverse Merger, our 2014 Plan was amended.

The amendments described in this proposal were adopted by the Board of Directors in March 2021 subject to approval of our stockholders. The material terms of the ESPPRestated 2014 Plan, as would be modified by the proposed amendments, are summarized below. ThisThe summary is qualified in its entirety by reference to the full text of the ESPP,Restated 2014 Plan, which is attached asAppendix A to this proxy statement.

The Restated 2014 Plan Administration

The ESPP is expectedprovides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of stock awards to be administeredour employees, directors, and consultants which may vest subject to continued service or such performance criteria as determined by our Compensation Committee, or by our Board of Directors acting in place of the Compensation Committee. Subject to the terms of the ESPP, the Compensation Committee will have the authority to, among other matters, determine the eligibility of participants, determine the terms and conditions of offerings under the ESPP, and construe and interpret the terms of the ESPP.

Shares Reserved for Issuance

If approved, the maximum number of shares reserved for issuance under the ESPP will be 759,936, subject to adjustment to reflect certain changes in the Company’s capital structure resulting from stock-splits, recapitalizations or similar events. The closing price per share of our common stock as reported by Nasdaq on March 18, 2020 was $6.12.

Offering Periods

The ESPP is currently expected to be administered through consecutivesix-month periods referred to as Offering Periods, commencing on May 16 and November 16 of each year, and ending on the following November 15 and May 15, respectively. The Compensation Committee may change the duration and structure of future Offering Periods, including by the division of Offering Periods into multiple purchase periods, in accordance with the terms of the ESPP, provided that no Offering Period may extend for a period longer than 27 months.

On the first day of each Offering Period (the “Offering Date”), each eligible employee who has properly enrolled in that Offering Period in accordance with the rules prescribed by the Compensation Committee, will be granted an option to purchase shares of the Company’s common stock to be funded by payroll deductions, based on the participant’s elected contribution rate. Unless a participant has properly withdrawn from the Offering Period, each option granted under the ESPP will automatically be exercised on the last day of the Offering Period (or purchase period, if applicable) (the “Purchase Date”). The purchase price will be equal to 85% of the lesser of the fair market value of our common stock on (i) the Offering Date; and (ii) the Purchase Date.

Eligibility

Generally, all of our employees and employees of any of our subsidiaries designated by the Compensation Committee will be eligible to participate in the ESPP; provided that employees who own (or are deemed to own as a result of stock attribution rules), stock constituting 5% or more of the total combined voting power or value of all classes of our stock or any of our subsidiaries will not be permitted to participate in the ESPP. The Compensation Committee may, in its discretion, exclude the following categories of employees from participation: (i) employees who are customarily employed 20 hours or less per week, or five months or less in a calendar year; (ii) certain highly-compensated employees; and (iii) employees who do not satisfy other eligibility requirements as may be established from time to time by the Compensation Committee within the limits prescribed by Section 423 of the Code.

to vest such shares or that are repurchased at the original issuance price, or are otherwise reacquired or are withheld (or not issued) to satisfy a tax withholding obligation in connection with an award will become available for future grant under our Restated 2014 Plan.

As of March 23, 2021, the date the Board of Directors approved the Restated 2014 Plan, there were 11,344,478 shares available for issuance under our Restated 2014 Plan, 3,607,620 shares were subject to outstanding stock options and 148,500 shares were subject to outstanding restricted stock units. If this proposal is approved, the number of shares reserved for issuance under our Restated 2014 Plan will be subject to automatic increase pursuant to the terms described above for our Restated 2014 Plan.

Eligibility

Persons eligible to participate in the Restated 2014 Plan are those employees, officers and directors of, and consultants and advisors to, Neoleukin, as selected from time to time by the administrator in its discretion.

Participant & Non-Employee Director Share Limits

Pursuant to the terms of the Restated 2014 Plan, no participant may be granted (i) elect a contribution rate ofstock-based awards covering more than 15%5,445,000 shares of hiscommon stock or her compensation(ii) performance cash awards for the purchase of shares under the ESPP in any one payroll period; (ii) purchase more than 2,000 shares of the Company’s common stock under the ESPP on any one Purchase Date; (iii) purchase shares that have a fair market value of more than $25,000, determined as of the Offering Date,$2,500,000 in any calendar year, in whicheach case subject to certain exceptions set forth in the Offering Period isRestated 2014 Plan. In addition, no non-employee director may receive awards under our Restated 2014 Plan that, when combined with cash compensation received for service as a non-employee director, exceeds $750,000.00 in effect.value in any calendar year, increased to $1,000,000.00 in value in the calendar year of his or her initial services as a Non-Employee Director.

Certain Corporate Transactions

IfOur Restated 2014 Plan provides that in the numberevent of certain specified Corporate Transactions, as defined under our Restated 2014 Plan, our Compensation Committee may take any one or more of the following actions with respect to outstanding awards, which outstanding awards need not be treated identically: (i) arrange for the assumption, continuation or substitution of outstanding shares of our common stock is changedawards by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification,successor corporation (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to a Corporate Transaction, as defined in the Restated 2014 Plan); (ii) arrange for the assignment of any reacquisition or similar changerepurchase rights held by the Company to a successor corporation; (iii) accelerate the vesting, in our capital structure without consideration, then the Compensation Committee will proportionately adjust the numberwhole or in part, of shares available under the ESPP, the purchase priceany award and the number of shares any participant has elected to purchase.

If we experience a change of control transaction, any Offering Period that commencedprovide for its termination prior to the closingtransaction; (iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the changeCompany; or (v) cancel or arrange for the cancellation of control transaction will be shortened and provide for a new final Purchase Date. The new Purchase Date will occur on orany award prior to the closing of the change of control transaction and the ESPP will terminate on the closing of the change of control.in exchange for a cash payment, if any, determined by our Compensation Committee.

AmendmentsTransferability and Recoupment of Awards

No participant may transfer awards under our Restated 2014 Plan other than by will, the laws of descent and distribution, or as otherwise provided under our Restated 2014 Plan. Awards granted under the Restated 2014 Plan will be subject to recoupment in accordance with any claw-back policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange on which the Company’s securities are listed or as is otherwise required by other applicable law or imposed by the Board of Directors.

Amendment or Termination

The Compensation Committee may generallyOur Board of Directors has the authority to amend, suspend, or terminate our Restated 2014 Plan, provided that such action does not materially impair the ESPP atexisting rights of any timeparticipant without stockholder approval, except assuch participant’s written consent. No awards may be required by applicable law or exchange listing rules. Unless earlier terminated in accordance withgranted after the foregoing, the ESPP will terminate on the tenthninth anniversary of the first Purchase Date.date our Board of Directors approved our Restated 2014 Plan.

Certain U.S. Federal Income Tax Consequences

The following is a generalbrief summary of the United States federal income tax consequences applicable to us and to participants inawards granted under the ESPPRestated 2014 Plan based on federal income tax laws in effect as ofon the date of this proxy statement.Proxy Statement. This

summary is not intended to be exhaustive and does not address all matters that may be relevant to any particular participant. Among other considerations, thisThe summary does not describediscuss the tax laws of any state, municipality, or foreign jurisdiction, or describethe gift, estate, excise, payroll, or other employment taxes. Participants are advisedtax laws. This summary does not discuss the impact of Section 280G of the Code governing parachute payments or Section 409A of the Code governing nonqualified deferred compensation plans. Because circumstances may vary, we advise all participants to consult with their own tax advisors regarding the tax consequencesunder all circumstances.

Stock Options. A recipient of participation in the ESPP. The ESPP is intended to qualify as an “employeea stock purchase plan” under Section 423 of the Internal Revenue Code and the following discussion is based on the assumption that it is so qualified.

Each participant’s payroll deductions under the ESPP will be made on anafter-tax basis. Generally, the participant will not recognize any taxable income at the time he or she is granted an option to purchase shares of common stock during an Offering Period or at the time the option is exercised to purchase shares on behalf of the participant. The participant will generally onlynot recognize taxable income (or loss) onupon the date the participant sells or otherwise disposesgrant of the acquired shares. The particular tax consequence depends onoption. For non-qualified stock options, the length of time such shares are held by the participant prior to the sale or disposition.

PROPOSAL NO. 3Existing Plan Benefits

RATIFICATION OF APPOINTMENT OFFrom the inception of the 2014 Plan through March 1, 2021, options to purchase a total of 7,576,822 shares had been granted under the 2014 Plan, of which 1,142,455 shares had been exercised and 3,608,620 shares of which remained outstanding. The options outstanding as of March 1, 2021, had a weighted-average exercise price of $9.97 per share and a weighted average remaining contractual term of 8.67 years. From the inception of the 2014 Plan through March 1, 2021, restricted stock units covering a total of 224,000 shares have been granted and 178,500 remained outstanding under the 2014 Plan. The closing price per share of our common stock as reported by Nasdaq on March 1, 2021 was $12.35.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Deloitte LLP, an independent registered public accounting firm, servedThe table below shows grants made to our named executive officers, all current executive officers as our independent auditorsa group, all current non-employee directors as a group and all current employees (excluding all executive officers) for the year ended December 31, 2019. Deloitte LLP was first appointed as our auditors in 2006. On March 20, 2020, in recognition that our financial operations and management team had transitioned to be primarily located inaggregate number of awards under the U.S. following2014 Plan from the Merger, Deloitte LLP resigned as our independent registered public accounting firm, and Deloitte & Touche LLP was appointed as the successor independent registered public accounting firm. The decision to change the certifying accountant was approved by the Audit Committee.

The Audit Committeeinception of the Board of Directors has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, and has further directed2014 Plan through March 1, 2021, without regard to equity awards that management submit the appointment of its independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting by telephone. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.been forfeited or cancelled:

Neither our Bylaws nor other governing documents or law require stockholder ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. However, the Audit Committee of the Board of Directors is submitting the appointment of Deloitte & Touche LLP to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board of Directors will reconsider whether or not to retain that firm. Even if the selection is ratified, the Audit Committee of the Board of Directors in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in our best interests and the best interests of our stockholders.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDED

AND SERVICESRESTATED 2014 EQUITY INCENTIVE PLAN

EQUITY COMPENSATION PLAN INFORMATION

The following table represents aggregate fees billedprovides certain information with respect to us for 2019 and 2018, by Deloitte LLP.all of our equity compensation plans in effect as of December 31, 2020:

PROPOSAL NO. 4

NON-BINDING ADVISORY ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

We are providing our stockholders with an opportunity to vote, on an advisory basis, on the compensation of our named executive officers as disclosed in the “Executive Compensation” section, the compensation tables and the narrative discussions set forth on pages 2631 to 3034 of this proxy statement. Thisnon-binding advisory advisory vote is commonly referred to as a “Say on Pay” proposal.

Our Compensation Committee, which is responsible for designing and administering our executive compensation program, has designed our executive compensation program to provide a competitive and internally equitable compensation and benefits package that reflects company performance, job complexity and strategic value of the position, while ensuring long-term retention, motivation and alignment with the long-term interests of our stockholders. We encourage you to carefully review the “Executive Compensation” section beginning on page 2631 of this proxy statement for additional details on the compensation of our named executive officers in fiscal year 2019.2020.

We are asking you to indicate your support for the compensation of the named executive officers as described in this proxy statement. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named executive officers. Accordingly, we are asking you to vote, on an advisory basis, which isnon-binding, “FOR” “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the compensation paid to Neoleukin Therapeutics, Inc.’s named executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the “Executive Compensation” compensation tables and narrative discussion set forth in the proxy statement relating to its 20202021 Annual Meeting of Stockholders, is hereby APPROVED.”

The Say on Pay vote is advisory, and therefore not binding on us, our Board of Directors or our Compensation Committee. Our Board of Directors and Compensation Committee value the opinions of our stockholders and to the extent there is any significant vote against the executive officer compensation as disclosed in this proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Vote Required

Approval of the resolution will require the affirmative vote of a majority of the shares of common stock present in persononline at the meeting or represented by proxy at the Annual Meeting and entitled to vote.vote on the matter. Proxies solicited by management for which no specific direction is included will be voted “FOR” the approval of the resolution.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE IN FAVOR OF PROPOSAL NO. 4.

PROPOSAL NO. 5

NON-BINDING ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED

EXECUTIVE OFFICER COMPENSATION

General

As required pursuant to Section 14A of the Exchange Act, this proposal affords stockholders the opportunity to cast anon-binding advisory vote on how often we should include asay-on-pay vote in our proxy materials for future annual stockholder meetings. Under this proposal, stockholders may vote to have thesay-on-pay vote conducted every year, every two years, or every three years, or may abstain from voting on this proposal.

Our Board of Directors believes that asay-on-pay vote should be conducted every year, on an annual basis. Our Board of Directors believes that an annual advisory vote on the compensation of our named executive officers will allow our stockholders to provide us with their direct input on our compensation philosophy and objectives as disclosed in the proxy statement every year. Additionally, an annual advisory vote on the compensation of our named executive officers is consistent with our policy of seeking input from, and engaging in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy and objectives.

Thesay-on-frequency vote is advisory, and therefore not binding on us, our Board of Directors, or our Compensation Committee. Our Board of Directors and Compensation Committee value the opinions of our stockholders and will take into account the outcome of this vote when considering how frequently we should conduct an advisorysay-on-pay vote on the compensation of our named executive officers.

Vote Required and Board of Directors Recommendation

Thenon-binding vote on the frequency of futuresay-on-pay votes will be determined by an affirmative vote of a plurality, or the largest number, of the shares of common stock present in person or by proxy at the Annual Meeting and entitled to vote. This means that the frequency receiving the highest number of affirmative votes will be determined to be the preferred frequency for holding future advisorysay-on-pay votes on executive compensation.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR THE “ONE YEAR” OPTION FOR PROPOSAL NO. 5.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the year ended December 31, 2019,2020, all Section 16(a) filing requirements applicable to itsour officers, directors and greater than ten percent beneficial owners were complied with, except for: the Form 3 for M. Cantey Boyd for the Board appointment which occurred on August 8, 2019 was filed on August 23, 2019 and the Form 4 filed for Jonathan DrachmanBaker Bros. Advisors LP for the transactionshares of our Common Stock and pre-funded warrants for shares of our Common Stock, each purchased on November 11, 2019July 7, 2020 that was filed on December 20, 2019.23, 2020.

EXECUTIVE COMPENSATION

Our named executive officers (the “NEOs”) for the year ended December 31, 2019,2020, which consist of our principal executive officer and the next two most highly compensated executive officers, were:

The rules of the Securities and Exchange Commission require this discussion regarding 2019 executive officer compensation to include certain executive officers that served during 2019, even if the person no longer serves in such capacity at the end of the fiscal year. Because our acquisition of Former Neoleukin took place in August 2019, this executive compensation information includes information related to Mr. David Main, the Chief Executive Officer and President of Aquinox Pharmaceuticals, Inc. prior to our acquisition of Former Neoleukin. We note that Mr. Main resigned from his position as Chief Executive Officer and President upon completion of our acquisition of Former Neoleukin in August 2019. Mr. Alam continued to serve as our Chief Financial Officer and Vice President, Finance on an interim basis through 2019.

SUMMARY COMPENSATION TABLE

The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs during the years ended December 31, 2019, 2018 and 2017.

Pursuant to the separationamended employment agreement, Dr. Drachman’s base salary will be $425,000 and consistenthe will remain eligible to receive an annual bonus with a target level of 50% of his base salary.

In the event Dr. Drachman experiences a termination of his employment without “cause” or he resigns for “good reason” (each as defined in the amended employment agreement), provided that he executes and makes effective a release of claims against us and our affiliates, Dr. Drachman will become entitled to (i) continued base salary for 12 months, payable in accordance with our standard payroll practices; (ii) premium payments for continued healthcare coverage for up to 12 months; and (iii) solely in the case of equity awards outstanding as of April 15, 2020, accelerated vesting of the portion of such outstanding equity awards that would have vested and become exercisable, as applicable, if he had remained in service for an additional 12 months following his date of termination. In the event Dr. Drachman experiences a termination without “cause” or he resigns for “good reason” (each as defined in the amended employment agreement) during the 12-month period following a change in control of Neoleukin, then in lieu of the foregoing, Dr. Drachman will become entitled to (a) continued base salary for 18 months, payable in accordance with the termsCompany’s standard payroll practices; (b) 150% of Mr. Main’s employment agreement as amended through May 8, 2019, Mr. Main was entitled to: (i)his annual target bonus, payable in a lump sum payment equalsingle lump-sum; (c) premium payments for continued healthcare coverage for up to 18 monthsmonths; and (d) full accelerated vesting of his current base salary; (ii) a lump sum payment equal to 18 months bonus pay, calculated based on Mr. Main’s bonus payment average from the previous three years; (iii) the premiums necessary to continue Mr. Main’s health and dental benefits until the earliest of (A) 18 months from the separation date or (B) the date on which Mr. Main obtains other benefit coverage; (iv) a lump sum payment of $2,000 CDNthen-outstanding equity awards.

Employee directors are not compensated for services on the separation dateBoard of Directors in addition to cover the differential cost in coverage amounts between the group health benefits program and the individual health benefits plan; and (v) a transaction bonus of $401,250 upon the closing of our acquisition of Former Neoleukin. We will also cover the cost of Mr. Main’s U.S. and Canadian tax filing support services for the 2019 tax year. In addition, all unvested options held by Mr. Main immediately vested and were exercisable for a period of 90 days following the separation date, at which time any vested but unexercised options expired, with the exception of the options granted to Mr. Main in August of 2018, which provides for three years to exercise from the separation date.their regular employee compensation.

Robert Ho

We entered into an employment agreement with Mr. Ho effective as of March 16, 2020, setting forth the terms of Mr. Ho’s employment as our Chief Financial Officer. Pursuant to his employment agreement, Mr. Ho will receive an annual base salary of $350,000 and is eligible to receive an annual bonus with a target level of 40% of his base salary. Mr. Ho was also granted a restricted stock unit representing 75,000 shares of common stock (the “RSU Award”) and an option to purchase 200,000 shares of common stock with an exercise price of $6.44 per share. The RSU Award will vest in three equal annual installments on the first three anniversaries of the date of Mr. Ho’s employment agreement, and the option vests and becomes exercisable with respect to (i) 1/4^th4th of the total underlying shares on the first anniversary of the grant date and (ii) with respect to 1/48^th48th of the total underlying shares on a monthly basis thereafter such that the option will be fully vested and exercisable on the fourth anniversary of the grant date, each subject to Mr. Ho’s continuous service through each applicable vesting date.

In the event Mr. Ho experiences a termination of his employment without “cause” or he resigns for “good reason” (each as defined in Mr. Ho’s employment agreement), provided that he executes and makes effective a release of claims against us and our affiliates, Mr. Ho will become entitled to (i) continued base salary for nine months, payable in accordance with our standard payroll practices; and (ii) premium payments for continued healthcare coverage for up to nine months. In the event Mr. Ho experiences a termination without “cause” or he resigns for “good reason” duringthe 12-month period following a change in control, then in lieu of the foregoing, Mr. Ho would become entitled to (a) continued base salary for 12 months, payable in accordance with our standard payroll practices; (b) 100% of his annual target bonus, payable in asingle lump-sum; (c) premium payments for continued healthcare coverage for up to 12 months; and (d) 100% accelerated vesting on his then-outstanding equity awards.

release of claims against us and our affiliates, Ms. Vance will become entitled to (i) continued base salary for nine months, payable uponin accordance with our standard payroll practices; and (ii) premium payments for continued healthcare coverage for up to nine months. In the earlier of Mr. Alam’sevent Ms. Vance experiences a termination without “cause” (as defined in the transition agreement) and May 31, 2020. Mr. Alam will not be eligibleor she resigns for any additional equity awards“good reason” during the Transition Period, but any equity awards granted prior to the transition agreement will continue to vest during the Transition Period. During the Transition Period, Mr. Alam will be eligible to participate12-month period following a change in an individual extended health benefits plan paid for by us until August 8, 2020. In addition, we paid Mr. Alam a lump sum payment of $2,000 CDN on August 8, 2019, to cover the differential costcontrol, then in coverage amounts between the group health benefits program and the individual health benefits plan.

Consistent with the terms of his employment agreement, as amended, in connection with his separation and effective upon closinglieu of the acquisitionforegoing, Ms. Vance would become entitled to (a) continued base salary for 12 months, payable in accordance with our standard payroll practices; (b) 100% of Former Neoleukin, Mr. Alam became entitled to: (i)her annual target bonus, payable in a lump sum payment equalsingle lump-sum; (c) premium payments for continued healthcare coverage for up to 12 months of his current base salary; (ii) a lump sum payment equal to 12 months bonus pay, calculated basedmonths; and (d) 100% accelerated vesting on Mr. Alam’s bonus payment average from the previous three years; (iii) the premiums necessary to continue Mr. Alam’s health and dental benefits until the earliest of (A) 12 months from the separation date or (B) the date on which Mr. Alam obtains other benefit coverage; and (iv) a transaction bonus of $319,375 upon the closing. In addition, all unvested options held by Mr. Alam immediately vested and will remain exercisable for a period of 90 days following the separation date, at which time any vested but unexercised options will expire and be forfeit, with the exception of the options granted to Mr. Alam in August of 2018 which provides for three years to exercise from the separation date.her then-outstanding equity awards.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 20192020

The following table provides information regarding outstanding equity awards held by each of our NEOs as of December 31, 2019.2020.

TRANSACTIONS WITH RELATED PERSONS

Other than compensation arrangements for our directors and NEOs, which are described elsewhere in this proxy statement, below we describe transactions since January 1, 20192020 to which we were a party or will be a party, in which:

Underwritten Public Offering

On December 17, 2019,July 1, 2020, we entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Piper JaffraySandler & Co. (the “Representatives), as representatives of the several underwriters listed on Schedule A thereto (the “Underwriters”), relating to a public offering (the “Offering”) of an aggregate of 10,263,7503,262,471 shares of our common stock including 1,338,750 shares issued to the Underwriters upon exercise of an option to purchase additional shares, at a public purchase price of $8.40$15.25 per share and pre-funded warrants to purchase an aggregate of 1,737,529 shares of common stock at a purchase price of $15.249999 per share. The Offering closed on December 20, 2019.July 7, 2020.

Pursuant to the Offering, on December 20, 2019,July 7, 2020, (a) Dr. Drachman purchased 119,047 shares of common stock for an aggregate purchase price of $999,995; (b) EcoR1 Capital, LLC purchased 1,650,000 shares of our common stock for an aggregate purchase price of $15,510,000; and (c) Baker Brothers Life Sciences, L.P. (“Life Sciences”) and 667, L.P. (“667”) purchased 250,037394,360 and 2,767,50529,640 shares of our common stock, respectively, for an aggregate purchase price of $25,347,353.

Exchange Agreement

In connection with$6,466,000.00 and pre-funded warrants representing the Offering, we entered into an exchange agreement (the “Exchange Agreement”) with Life Sciencesright to purchase 518,555 and 667 (together, the “Exchanging Stockholders”) pursuant to which we exchanged an aggregate of 10,925,48138,974 shares of our common stock, held by the ExchangingStockholdersrespectively, for pre-funded warrants (the“Pre-Funded Warrants”) to purchase an aggregate purchase price of 10,925,481$8,502,316.71; (b) EcoR1 Capital, LLC purchased 326,247 shares of our common stock (subject to adjustment in the eventfor an aggregate purchase price of stock splits, recapitalizations$4,975,266.75; and other similar events affecting(c) entities affiliated with Redmile Group, LLC purchased 131,475 shares of our common stock), withstock for an exerciseaggregate purchase price of $0.000001 per share. The$2,004,993.75 and Pre-Fundedpre-funded Warrants may be exercised at any time after the date of issuance, except that the Exchanging Stockholders cannot exercise thePre-Funded Warrants, and the Company cannot effect the exercise of thePre-Funded Warrants, if, after giving effect thereto, the Exchanging Stockholders, or their affiliates, would beneficially own, for purposes of Rule13d-3 under the Securities Exchange Act of 1934, as amended, more than 9.99% of our outstanding common stock (the “Beneficial Ownership Limitation”). However, the Exchanging Stockholders may increase or decrease the Beneficial Ownership Limitation to any other percentage not in excess of 19.99% upon at least 61 days’ prior written notice to us. Any such change will not be effective until the 61st day after such notice is delivered to us. ThePre-funded Warrants do not conferwarrants representing the right to vote on any matter except to the extent required by Delaware law.purchase 1,180,000 shares of our common stock, for an aggregate purchase price of $17,994,998.85.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Notices of Internet Availability of Proxy Materials or other Annual Meeting materials with respect to two or more stockholders sharing the same address by delivering a single Notice of Internet Availability of Proxy Materials or other Annual Meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are Neoleukin stockholders will be “householding” our proxy materials. A single Notice of Internet Availability of Proxy Materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice of Internet Availability of Proxy Materials, please notify your broker or Neoleukin. Direct your written request to Neoleukin Therapeutics, Inc., c/o Corporate Secretary at360-1616 Eastlake Avenue 188 East Blaine Street, Suite 450, Seattle, Washington 98102 or contact our Corporate Secretary at (866) (206) 732-2133.245-0312. Stockholders who currently receive multiple copies of the Notices of Internet Availability of Proxy Materials at their addresses and would like to request “householding” of their communications should contact their brokers.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public through the Internet at the SEC’s web site at www.sec.gov.

We will mail without charge, upon written request, a copy of our Annual Report onForm 10-K for the year ended December 31, 2019,2020, including the financial statements and list of exhibits, and any exhibit specifically requested. Requests should be sent to:

Neoleukin Therapeutics, Inc.

360-1616 Eastlake Avenue188 East Blaine Street, Suite 450

Seattle, WA 98102

Attention: Secretary

(206) 732-2133(866) 245-0312

APPENDIX A

NEOLEUKIN THERAPEUTICS,Amended and Restated Neoleukin Therapeutics, INC. 2020 EMPLOYEE STOCK PURCHASE PLAN

2014 EQUITY INCENTIVE PLAN

As Amended and Restated: [    ], 2021

1. GENERAL.Establishment

(a) Successor to and Continuation of Prior Plan.

(i) The Plan. is intended as the successor to and continuation of the Neoleukin Therapeutics, Inc. a Delaware corporationand Aquinox Pharmaceuticals (Canada), Inc. Joint Canadian Stock Option Plan, as amended March 19, 2013 (the “CompanyPrior Plan”), proposes to grant options to purchase shares of Common Stock to eligible employees of. From and after 12:01 a.m. Pacific time on the Company and its Participating Corporations pursuant to this Plan. The Company intends this Plan to qualify as an “employeeEffective Date, no additional stock purchase plan” under Code Section 423 and this Planawards will be so construed; provided thatgranted under the Company may adoptsub-plans applicable to particular Participating Corporations whichsub-plans mayPrior Plan. All Awards granted on or after 12:01 a.m. Pacific Time on the Effective Date will be designed to be outside the scope of Section 423 of the Code. Subject toSection 14, a total of 759,936 shares of Common Stock is initially reserved for issuancegranted under this Plan. The number of shares reserved for issuanceAll stock awards granted under thisthe Prior Plan will beremain subject to adjustments effected in accordance withSection 14 of this Plan. Capitalized terms not defined elsewhere in the text are defined inSection 27.

2. Purpose. The purpose of this Plan is to provide eligible employees of the Company and Participating Corporations with a means of acquiring an equity interest in the Company through payroll deductions, to enhance such employees’ sense of participation in the affairs of the Company and Participating Corporations, and to provide an incentive for continued employment.

3. Administration.

(a)The Plan will be administered by the Compensation Committee of the Board or by the Board (as applicable, the “Committee”). Subject to the provisions of this Plan and the limitations of Section 423 of the Code or any successor provision in the Code, all questions of interpretation or application of this Plan will be determined by the Committee and its decisions will be final and binding upon all Participants. The Committee will have full and exclusive discretionary authority to construe, interpret, and apply the terms of the Plan, to determine eligibility and determine which entities will be Participating Corporations and whether an offer to Participating Corporations is intended to meet Code Section 423 requirements and to decide upon any and all claims filedPrior Plan.

(ii) Any shares that would otherwise remain available for future grants under the Plan. Every finding, decision, and determination made by the Committee will, to the full extent permitted by law, be final and binding upon all parties. The Committee will have the authority to determine the Fair Market Value (which determination will be final, binding, and conclusive for all purposes) in accordance withSection 8 below and to interpretSection 8Prior Plan as of the Plan in connection with circumstances that impact the Fair Market Value. Members of the Committee will receive no compensation for their services in connection with the administration of this Plan, other than standard fees as established from time to time by the Board for services rendered by Board members serving12:01 a.m. Pacific Time on the Board or its committees. All expenses incurred in connection with the administration of this PlanEffective Date (the “Prior Plan’s Available Reserve”) will cease to be paid by the Company. For purposes of this Plan, the Committee may designate separate offeringsavailable under the Prior Plan (the terms of which need not be identical) in which eligible employees of one or more Participating Corporations will participate, even if the dates of the applicable Offering Periods of eachat such offering are identical. The Committee may also establish rules to govern transfers of employment among the Company and any Participating Corporation, consistent with the applicable requirements of Code Section 423 and the terms of the Plan.

(b)The Committee may adopt such rules, procedures, andsub-plans as are necessary or appropriate to permit the participation in the Plan by eligible employees who are citizens or residents of a jurisdiction and/or employed outside the United States, the terms of whichsub-plans may take precedence over other provisions of this Plan, with the exception of the provisions inSection 1 above setting forth the number of shares of Common Stock reserved for issuance under the Plan; provided that unless otherwise superseded by the terms of suchsub-plan, the provisions of this Plan will govern the operation of suchsub-plan. Further, the Committee is specifically authorized to adopt rules and procedures regarding the application of the definition of Compensation (as defined below) to Participants on payrolls outside of the United States, handling of payroll deductions and other contributions, taking of payroll deductions and making of other contributions to the Plan, establishment of bank or trust accounts to hold contributions, payment of interest, establishment of the exchange rate applicable to payroll deductions taken and other contributions made in a currency other than U.S. dollars, obligations to pay payroll tax, determination of beneficiary designation requirements, tax withholding procedures, and handling of stock certificates that vary with applicable local requirements.

(ii) To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration of the Plan and Awards. The Board, in the exercise of these powers, may correct any optiondefect, omission or inconsistency in the Plan or in any Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it will deem necessary or expedient to make the Plan or Award fully effective.

(iii) To settle all controversies regarding the Plan and Awards granted pursuant to thisunder it.

(iv) To accelerate, in whole or in part, the time at which an Award may be exercised or vest (or the time at which cash or shares of Common Stock may be issued in settlement thereof).

(v) To suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination of the Plan will not materially impair a Participant’s rights under the Participant’s then-outstanding Award without such Participant’s written consent except as provided in subsection (viii) below.

(vi) To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or bringing the Plan or Awards granted under the Plan into compliance with the requirements for Incentive Stock Options or nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. If required by applicable law or listing requirements, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Awards available for issuance under the Plan. Except as otherwise provided in the Plan (including subsection (viii) below) or an Award Agreement, no amendment of the Plan will materially impair a Participant’s rights under an outstanding Award without the Participant’s written consent.