Current Report Filing (8-k)
August 05 2020 - 4:26PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported): August 5, 2020
Commission
File Number: 021-214723
AzurRx BioPharma, Inc.
(Exact
name of registrant as specified in its charter.)
Delaware
(State
or other jurisdiction of incorporation or
organization)
46-4993860
(IRS
Employer Identification No.)
760 Parkside Ave., Suite 304, Brooklyn, New York 11226
(Address
of principal executive offices)
646-699-7855
(Registrant's
Telephone number)
Not Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[X ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17
CFR 240.12b-2)
Emerging
growth company [x]
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
|
Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common
Stock, par value $0.0001 per share
|
AZRX
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Nasdaq
Capital Market
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On August 5, 2020, the Board of Directors (the “Board”)
of AzurRx BioPharma, Inc. (the “Company”) approved and
adopted amended and restated Bylaws (the “2020 Amended and
Restated Bylaws”) which became effective immediately upon the
Board’s approval.
The Amended and Restated Bylaws restate the
Company’s prior bylaws (the “Prior Bylaws”) in
their entirety to, among other things: (i) establish advance notice
and other procedures
for the presentation of stockholder proposals, including
stockholder nominations of directors, at stockholder meetings; (ii)
establish procedures to allow for reasonable postponements and
adjournments of stockholder meetings in the circumstances set forth
therein; (iii) update the voting requirements for any proposal
presented at stockholder meetings, other than the election of
directors, to reflect a majority of votes cast in favor of or
against the proposal; (iv) designate the Court of Chancery of the
State of Delaware, subject to certain exceptions, to be the sole
and exclusive forum for certain specified actions, including
derivative actions or proceedings brought on behalf of the Company
or actions asserting a claim breach of a fiduciary duty owed by any
current or former director, officer, other employee or stockholder
of the Company; and (v) designate the federal district courts of
the United States to be the exclusive forum for the resolution of
any complaint asserting a cause of action arising under the
Securities Act of 1933, as amended.
A table containing a summary of material differences between the
Prior Bylaws and the 2020 Amended and Restated Bylaws is attached
hereto as Exhibit 99.1 and incorporated herein by reference. This
summary of the Amended and Restated Bylaws and Exhibit 99.1 do not
purport to be complete and are qualified in their entirety by
reference to the full text of the Amended and Restated Bylaws, a
copy of which is filed as Exhibit 3.1 hereto and incorporated
herein by reference.
Item 5.08 Shareholder Director Nominations.
As previously disclosed in the Company’s Form 8-K filed July
20, 2020 (the “Prior 8-K”), the Company will hold its
2020 annual meeting of stockholders (the “2020 Annual
Meeting”) on September 11, 2020.
Due to concerns regarding the coronavirus outbreak and to assist in
protecting the health and well-being of its stockholders and
employees, on August 5, 2020, the Board determined to hold the 2020
Annual Meeting as a virtual-only meeting, which will be
conducted via live audio online webcast. The Board has revised the
record date for the 2020 Annual Meeting to be August 7, 2020. The
Company anticipates mailing its definitive proxy materials for the
2020 Annual Meeting promptly on or about such record
date.
In addition, the newly adopted 2020 Amended and Restated Bylaws
described in Item 5.03 above provide that certain advance notice
must be provided for any stockholder who intends to nominate a
person for election as a director or submit a proposal for
inclusion at stockholder meetings. For the 2020 Annual Meeting, the
2020 Amended and Restated Bylaws provide that such deadline shall
be not later than the close of business on the tenth day following
the first public announcement of the adoption of such Bylaws, or
August 15, 2020.
Accordingly, any stockholder who intends to nominate a person for
election as a director or submit a proposal for inclusion at our
2020 Annual Meeting must provide notice on or before the close of
business on August 17, 2020. Any such notice must comply with the
specific requirements set forth in the 2020 Amended and Restated
Bylaws in order to be considered at the 2020 Annual Meeting. Any
such stockholder proposal must be mailed to: AzurRx BioPharma,
Inc., Attention: Secretary, 760 Parkside Avenue, Downstate
Biotechnology Incubator, Suite 304, Brooklyn, NY
11226.
The Company will determine the appropriate manner to address any
such stockholder proposal promptly upon receipt.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
SEC
The Company plans to file with the Securities and Exchange
Commission (the “SEC”) and mail to its stockholders a
definitive proxy statement in connection with the matters to be
considered at the 2020 Annual Meeting. The definitive proxy
statement will contain important information about the Company and
the matters to be considered at the 2020 Annual Meeting.
Stockholders are urged to read the proxy statement carefully when
it is available. Stockholders will be able to obtain free copies of
the proxy statement and other documents filed with the SEC by the
Company through the SEC’s website
at www.sec.report. In addition, Stockholders will be able
to obtain free copies of the proxy statement from the Company by
contacting the Chief Financial Officer at (646)
699-7855.
The Company and its directors and executive officers may be deemed
to be participants in the solicitation of proxies with respect to
the matters to be considered at the 2020 Annual Meeting.
Additional information regarding interests of such participants is
included in the Company’s preliminary proxy statement on
Schedule 14A, which was filed with the SEC on July 24,
2020.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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Amended and Restated Bylaws
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Summary Comparison
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
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AzurRx BioPharma,
Inc.
By: /s/ James
Sapirstein
Name: James
Sapirstein
Title:
President and Chief Executive Officer
|
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