ANTH Anthera Pharmaceuticals Inc (CE)

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

On September 13, 2016, the Anthera Pharmaceuticals, Inc. (the “Company”) amended and restated the Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock previously filed with the Secretary of State of the State of Delaware on September 7, 2016 (“Certificate of Designation”) in connection with the Company’s designation of 17,000 shares of its authorized and unissued preferred stock as Series X Stock. A summary of the material terms of the amended and restated Certificate of Designation follows.

The conversion price for the Series X Stock (the “Conversion Price”) was revised such that, notwithstanding the formula for calculating the Conversion Price in the Certificate of Designation, the Conversion Price shall not be less than $0.60.

Further, the Company is not required to issue any shares of common stock upon conversion of any shares of Series X Stock to the extent that (i) the aggregate issuance of common stock will be greater than 8,385,828 shares or 19.99% of the total outstanding shares of the Company (the “Threshold Amount”) and (ii) the conversion has not been approved by the Company’s stockholders in accordance with the stockholder approval requirements of Nasdaq Marketplace Rule 5635(d) (a “Blocked Conversion”). In the event that a Blocked Conversion occurs after April 30, 2017, the holders of shares of Series X Stock who are not able to convert their Series X Stock in full because of the Blocked Conversion shall have the right to require the Company to redeem any or all of the Series X Stock that is ineligible for conversion at a redemption price equal to the product of: (x) the number of their shares underlying the to-be-redeemed Series X Stock, multiplied by (y) the two-day volume weighted average price of the Corporation’s common stock prior to the date of delivery of such notice of redemption.

The foregoing description of the amended and restated terms of the Series X Stock is only a summary and is qualified in its entirety by reference by the Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series X Convertible Preferred Stock, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.