Dynavax Technologies Corporation (NASDAQ:DVAX) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.
The applicable information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.
Item 8.01 Other Events.
On December 19, 2018, the Delaware Chancery Court issued an opinion inSciabacucchi v. Salzberg, C.A. No. 2017-0931-JTL, invalidating provisions in the certificates of incorporation of Delaware companies that purport to limit to federal court the forum in which a stockholder could bring a claim under the Securities Act of 1933, as amended. The Delaware Chancery Court held that a Delaware corporation can only use its constitutive documents to bind a plaintiff to a particular forum where the claim involves rights or relationships established by or under Delaware’s corporate law.
Article XV, Section 48(b) of our Amended and Restated Bylaws (the “Bylaws”) contains a similar federal forum selection provision. As such, and in light of the recentSciabacucchidecision,we do not currently intend to enforce the foregoing federal forum selection provision unless theSciabacucchidecision is reversed onappeal. If the decision is not appealed orif the Delaware Supreme Court affirms theDelawareChancery Court’s decision, then we will cause our Bylaws to be amended to remove the federal forum selection provision.
About Dynavax Technologies Corporation (NASDAQ:DVAX)
Dynavax Technologies Corporation (Dynavax) is a clinical-stage biopharmaceutical company. The Company uses toll-like receptor (TLR) biology to discover and develop vaccines and therapeutics. Its development programs are focused on vaccines and cancer immunotherapy. The Company’s lead vaccine product candidate is HEPLISAV-B, an investigational adult hepatitis B vaccine, which combines its TLR9 agonist adjuvant and recombinant hepatitis B surface antigen (rHBsAg). Its lead cancer immunotherapy candidate is SD-101, a C Class CpG TLR9 agonist is selected for characteristics optimal for treatment of cancer, including high interferon induction. Its SD-101 clinical program is intended to assess the preliminary efficacy of SD-101 in a range of tumors and in combination with a range of treatments. Its advanced inflammatory disease candidate is AZD1419. Its pipeline of product candidates for cancer immunotherapy includes DV281 and CpG-Nanoparticles, which are in the preclinical stage.
