GI DYNAMICS, INC. (OTCMKTS:GIDYL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 19, 2019, at the Reconvened Special Meeting (as defined below) of GI Dynamics, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to increase the number of authorized shares of common stock that may be issued from 50,000,000 shares to 75,000,000 shares (the “Charter Amendment”), as described in the Company’s Proxy Statement (the “Proxy Statement”) on Schedule 14A filed with the Securities and Exchange Commission on December 2, 2019, as supplemented on December 6, 2019 and December 16, 2019. The Charter Amendment was filed with the Secretary of State of the State of Delaware on December 19, 2019 and became effective on such date.
The Charter Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 16, 2019, the Company held a Special Meeting of Stockholders (the “Special Meeting”), at which the Company’s stockholders voted on and approved Proposals 2 through 8, as further described in the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on December 16, 2019. Prior to voting on Proposal 1, the Special Meeting was adjourned until December 19, 2019 (the “Reconvened Special Meeting”) to allow additional time for voting on Proposal 1, which sought to authorize an amendment to the Company’s amended and restated certificate of incorporation to increase its authorized shares of common stock from 50,000,000 to 75,000,000.
At the beginning of the Reconvened Special Meeting, of the Company’s 34,388,678 shares of common stock issued and outstanding (including the underlying shares represented by CHESS Depositary Interests) and eligible to vote as of the record date of October 31, 2019, a quorum of 30,857,199 shares, or approximately 90% of the eligible shares, was present in person or represented by proxy. Proposal 1 is described in detail in the Proxy Statement. The following action was taken at the Reconvened Special Meeting:
Proposal 1—To approve an amendment to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of its common stock from 50,000,000 to 75,000,000. This proposal was approved.
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of GI Dynamics, Inc. |
| 99.1 | Press Release of GI Dynamics, Inc. dated December 20, 2019 (AEDT) |
GI DYNAMICS, INC. Exhibit
EX-3.1 2 f8k121919ex3-1_gidynamics.htm CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GI DYNAMICS,…
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