UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________

FORM 8-K

___________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) December 11, 2020

___________________

Cassava Sciences, Inc.

(Exact name of registrant as specified in its charter)

___________________

Delaware

 

000-29959

 

91-1911336

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)



7801 N Capital of Texas Highway, Suite 260

Austin, Texas 78731

(Address of principal executive offices, including zip code)

(512) 501-2444

(Registrant’s telephone number, including area code)



Not Applicable

(Former name or former address, if changed since last report.)

___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 



 

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))



  

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.001 par value

 

SAVA

 

NASDAQ Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 


 





 

Item 5.03.

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



On December 11, 2020, the Board of Directors (the “Board”) of Cassava Sciences, Inc. (the “Company”) amended and restated the Company’s amended and restated bylaws (the “Amended and Restated Bylaws”) to adopt a new Article VIII, Exclusive Forum, effective immediately.  This provision designates the federal district courts of the United States as the exclusive jurisdiction for any litigation arising under the Securities Act of 1933, as amended. Except for the adoption of Article VIII, there were no changes to the Company’s Amended and Restated By-laws.

The foregoing summary and description of the provision of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

 



 


 

SIGNATURE



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







 

 

 



CASSAVA SCIENCES, INC.

 



a Delaware corporation

 

 

 

 

 

Date:   December 11, 2020

 

 

 

 

By:

/s/ ERIC J. SCHOEN

 

 

 

Eric J. Schoen

 

 

 

Chief Financial Officer

 





 


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