GERON CORPORATION (NASDAQ:GERN) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 17, 2017, the Board of Directors of Geron Corporation (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately, to add a new article to the Bylaws. The new article provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising to any provision of the General Corporation Law of the State of Delaware, the Company’s certificate of incorporation or the Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine.
The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.4 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
GERON CORP ExhibitEX-3.4 2 geron3313905-ex34.htm AMENDMENT TO AMENDED AND RESTATED BYLAWS OF GERON CORPORATION EXHIBIT 3.4 Amendment to Amended and Restated Bylaws of Geron Corporation CERTIFICATE OF AMENDMENTOF AMENDED AND RESTATED BYLAWSOF GERON CORPORATION On November 17,…To view the full exhibit click here
About GERON CORPORATION (NASDAQ:GERN)
Geron Corporation (Geron) is a biopharmaceutical company, which supports the clinical stage development of a telomerase inhibitor, Imetelstat, in hematologic myeloid malignancies by Janssen Biotech, Inc. (Janssen). The Company operates through the segment, which includes discovery and development of therapeutic products for oncology. Imetelstat is a lipid conjugated 13-mer oligonucleotide that is designed to be complementary to and bind with high affinity to the ribonucleic acid (RNA) template of telomerase, thereby directly inhibiting telomerase activity. Imetelstat exhibits relatively preferential inhibition of the clonal proliferation of malignant progenitor cells in nonclinical studies. Janssen is engaged in the development of Imetelstat with over two clinical trials, such as a Phase II trial in myelofibrosis (MF), referred to as IMbark, and a Phase II/III trial in myelodysplastic syndromes (MDS) referred to as IMerge.