Current Report Filing (8-k)
April 21 2022 - 3:05PM
Edgar (US Regulatory)
0001497504
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0001497504
2022-04-20
2022-04-20
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iso4217:USD
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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):
April 20, 2022
PLx Pharma Inc. |
(Exact Name of Registrant as Specified in Its Charter) |
Delaware |
|
001-36351 |
|
46-4995704 |
(State or other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
9 Fishers Lane, Suite E, Sparta, New Jersey |
|
07871 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (973) 409-6541
|
(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 follow 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 |
Name of each exchange on which registered |
Common Stock, $0.001 par value |
PLXP |
The NASDAQ Capital 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. |
As part of a broader review
of the governance practices of PLx Pharma Inc. (the “Company”), on April 20, 2022, the Board of Directors (the “Board”)
of the Company amended and restated the Company’s Amended and Restated Bylaws (the “Bylaws”) to update certain procedures
and make various technical and conforming changes. The Bylaws, as amended and restated (the “Amended Bylaws”), were effective
immediately and include, among other things, the following changes:
| · | lowering the ownership threshold for stockholders to call a special meeting from 66 2/3% to 20%; |
| · | updating the advance notice requirements for director nominations and shareholder proposals; |
| · | allowing long-term shareholders the ability to nominate directors in the Company’s proxy statement
via a “proxy access” provision; |
| · | including a resignation policy for any director who fails to receive support from a majority of votes
cast; |
| · | clarifying the process for stockholders to act by written consent; and |
| · | lowering the threshold for stockholders to amend the Bylaws from a 66 2/3% approval to a majority standard. |
The Amended Bylaws also contain
conforming, clarifying and updating changes, as well as certain other routine and non-substantive updates and revisions. The description
above of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended
Bylaws set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) |
Exhibits |
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Exhibit No. |
Description |
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|
3.1 |
Amended and Restated Bylaws of PLx Pharma Inc. |
|
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|
|
104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document). |
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.
|
PLX PHARMA INC. |
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Dated: April 21, 2022 |
By: |
/s/ Natasha Giordano |
|
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Name: |
Natasha Giordano |
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Title: |
President and Chief Executive Officer |
|
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