Current Report Filing (8-k)
December 09 2022 - 5:04AM
Edgar (US Regulatory)
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2022-12-08
2022-12-08
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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): December 8, 2022
Chimerix, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-35867 |
|
33-0903395 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2505 Meridian Parkway, Suite 100
Durham, NC 27713
(Address of principal executive offices, including zip code)
(919) 806-1074
(Registrant’s
telephone number, including area code)
N/A
(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)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, par value $0.001 per share |
CMRX |
The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Amendment and Restatement of Bylaws
On December 8, 2022, the Company’s
board of directors approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which became
effective on the same day. The amendments address the universal proxy rules adopted by the
U.S. Securities and Exchange Commission (the “SEC”), by clarifying that no person may solicit proxies in support of a
director nominee other than the Company’s board of directors’ nominees unless such person has complied with all
requirements of the Amended and Restated Bylaws and all applicable legal requirements, including Rule 14a-19 under the
Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements thereunder. The amendments
further require reasonable evidence that such requirements have been satisfied and provide that the failure to abide by such
requirements will result in any such nominations being disregarded. Further, any stockholder directly or indirectly soliciting
proxies from other stockholders must use a proxy card color other than white, with the white proxy card being reserved for exclusive
use by the Company’s board of directors. The bylaws also require any nomination proposal to disclose any compensation
arrangement between a nominee and a proponent of such nominee. The amendments also make the following other technical,
modernizing and clarifying changes: (1) eliminating the requirement that the Company make a stockholder list available during a
meeting of stockholders, consistent with recent amendments to the General Corporation Law of the State of Delaware
(“DGCL”); (2) granting the Company explicit authority to postpone, reschedule or cancel any previously scheduled meeting
of stockholders; (3) specifying the number of nominees a stockholder may nominate at the annual meeting; (4) addressing the
irrevocability and revocability of proxies; (5) specifying the mechanics for the appointment of inspectors at a meeting of
stockholders and the power and authority of such inspectors, consistent with the applicable provisions of the DGCL; and (6)
shortening the required notice for special meetings of the board of directors from 24 hours to 6 hours if delivered by person or
telephone or 12 hours if delivered by electronic transmission.
The foregoing
description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the
copy of the Amended and Restated Bylaws filed herewith as Exhibit 3.2 and incorporated herein by reference.
Item 7.01 |
Regulation FD Disclosure. |
On December 8, 2022, the Company issued a press
release announcing the successful launch of the ONC201 Phase 3 ACTION study at the recent Society for Neuro Oncology (SNO) Conference,
which took place in late November 2022 in Tampa, Florida, and providing operational updates. A copy of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On December 8, 2022, the Company also made available
an updated corporate presentation (the “Presentation”) that the Company intends to use, in whole or in part, in meetings with
investors, analysts and others. The Presentation can be accessed through the “Investors” section of the Company’s website.
A copy of the Presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01 and the attached
Exhibits 99.1 and 99.2 are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 and the attached
Exhibits 99.1 and 99.2 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities
Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
Date: December 9, 2022 |
Chimerix, Inc. |
|
|
|
|
By: |
/s/ Michael T. Andriole |
|
Name: |
Michael T. Andriole |
|
Title: |
Chief Business and Financial Officer |
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