LION BIOTECHNOLOGIES, INC. (NASDAQ:LBIO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

LION BIOTECHNOLOGIES, INC. (NASDAQ:LBIO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On November 14, 2016, the Board of Directors (the Board) of Lion
Biotechnologies, Inc. (the Company) adopted Amended and Restated
Bylaws of the Company, effective immediately. The Amended and
Restated Bylaws replace and supersede in their entirety the
former Bylaws of the Company that were adopted effective as of
September 17, 2007 (the Prior Bylaws), including the amendment to
the Prior Bylaws that was adopted effective as of May 28, 2013.

Among other changes, the Prior Bylaws are amended by the Amended
and Restated Bylaws as follows:

the Amended and Restated Bylaws add Articles or amend the
organization and sequence of the Articles of the Prior Bylaws
as follows:
Prior Bylaws Amended and Restated Bylaws
Article I – Stockholders Article I – Offices
Article II – Directors Article II – Stockholders
Article III – Notices Article III – Directors
Article IV – Officers Article IV – Officers
Article V – Capital Stock Article V – Capital Stock
Article VI – General Provisions Article VI – Distributions
Article VII – Indemnification Article VII – Records and Reports; Corporate Year; Fiscal
Year
Article VIII – Amendments Article VIII – Indemnification
Article IX – Changes in Nevada Law; Acquisition of Control
Article X – Amendment or Repeal
Article I, Section 1 of the Prior Bylaws, governing the
annual meetings of stockholders, and Article I, Section 2 of
the Prior Bylaws, governing special meetings of stockholders,
are replaced and updated by Article II, Section 2.1 and
Article II, Section 2.2, respectively, of the Amended and
Restated Bylaws, and are amended to provide that the Board of
Directors may postpone, reschedule or cancel any annual or
special meeting of stockholders, except as otherwise
restricted by the articles of incorporation of the Company,
as amended from time to time (the Articles of Incorporation)
or applicable law;
Article I, Section 2 of the Prior Bylaws, governing special
meetings of stockholders, is further amended in Article II,
Section 2.2 of the Amended and Restated Bylaws to provide
that special meetings of stockholders may be called by the
Chairman of the Board of Directors or the Companys Chief
Executive Officer, and also specifies the procedures for
calling a special meeting by anyone other than the Chairman
of the Board or Chief Executive Officer, including
determination by the Board of the time and place of such
special meeting, and giving notice of such special meeting;

Article I, Section 4 of the Prior Bylaws, governing quorum
and adjourned meetings of stockholders, is replaced and
updated by Article II, Section 2.6 of the Amended and
Restated Bylaws, and, among other changes, is amended from
requiring at least ten percent of the issued and outstanding
stock of the Company to constitute a quorum, to requiring at
least a majority of the outstanding voting shares of the
Company to constitute a quorum, and requiring notice of an
adjourned meeting to be given in the event a new record date
is fixed for such adjourned meeting;
Article III of the Prior Bylaws, governing notices, is
replaced and updated by Article II, Section 2.4 of the
Amended and Restated Bylaws, and updates the notice
procedures for meetings of stockholders;
The Amended and Restated Bylaws add a new Section 2.5
entitled Determination of Stockholders of Record, and
provides that for the purpose of determining the stockholders
entitled to (i) notice of and to vote at any stockholder
meeting or adjournment; (ii) receive payment of any
distribution of allotment of rights; or (iii) exercise any
rights in respect of any change, conversion or exchange of
stock, or for the purpose of any other lawful action, the
Board may fix, in advance, a record date, which shall not be
more than sixty days nor less than ten days before the date
of such meeting;
Article I, Section 5 of the Prior Bylaws, governing voting,
is replaced by Article II, Section 2.7 of the Amended and
Restated Bylaws, and provides updated procedures regarding
the voting of shares by stockholders;
The Amended and Restated Bylaws add a new Section 2.10
entitled Organization, and provides the procedures by which
meetings of stockholders are presided over and conducted;
Article II, Section 2 of the Prior Bylaws, governing the
number, tenure and qualifications of directors, is replaced
and updated by Article III, Section 3.2 of the Amended and
Restated Bylaws;
The Amended and Restated Bylaws add a new Section 3.3
entitled Removal and Resignation of Directors, and provides
that, subject to any rights of the holders of preferred
stock, if any, and except as otherwise provided in the Nevada
Revised Statutes (the NRS), any director may be removed from
office with or without cause by the affirmative vote of a
majority of the outstanding voting shares of the Company, and
further provides that any director may resign effective upon
giving written notice, unless the notice specifies a later
time for effectiveness of such resignation, to the Chairman
of the Board, the President or the Secretary, or in the
absence of all of them, any other officer of the Company;
Article II, Section 4 of the Prior Bylaws, governing annual
and regular meetings of directors, is replaced by Article
III, Section 3.5 of the Amended and Restated Bylaws, and,
among other changes, is amended to provide that the annual
meeting of the Board of Directors, including directors newly
elected, if any, shall be held immediately after the annual
meeting of stockholders and at the place where such meeting
is held;

The Amended and Restated Bylaws add a new Section 3.8
entitled Notice of Meetings, and provides for updated notice
procedures for all special meetings of the Board of
Directors;
The Amended and Restated Bylaws add a new Section 3.11
entitled Meetings Through Electronic Communications, and
provides that members of the Board of Directors or of any
committee designated by the Board may participate in a
meeting of the Board or such committee by any means of
electronic communications, videoconferencing,
teleconferencing or other available technology permitted
under the NRS, including details regarding the manner of such
participation;
The Amended and Restated Bylaws add a new Section 3.13
entitled Powers and Duties, and provides details on the
powers and duties of the Board of Directors, including its
authority to designate one or more committees (which replaces
and updates Article II, Section 9 of the Prior Bylaws,
governing committees);
The Amended and Restated Bylaws add a new Section 3.15
entitled Organization, and provides the procedures by which
meetings of the Board of Directors are presided over and
conducted;
The Amended and Restated Bylaws add a new Section 4.12
entitled Execution of Negotiable Instruments, Deeds and
Contracts, and provides that all negotiable instruments,
deeds and contracts shall be signed in the name of the
Company by such officers or other persons as the Board of
Directors may from time to time designate;
Article V of the Prior Bylaws, entitled Capital Stock, is
updated and amended by Article V of the Amended and Restated
Bylaws, also entitled Capital Stock, including the addition
of sections governing the transfer of shares (Section 5.5)
and the appointment of transfer agents, transfer clerks and
registrars of transfer (Section 5.6);
Article VI of the Prior Bylaws, entitled General Provisions,
is replaced, updated and amended by Article VI
(Distributions), Article VII (Records and Reports; Corporate
Seal; Fiscal Year) and Article I (Offices) of the Amended and
Restated Bylaws;
Article VII of the Prior Bylaws, entitled Indemnification, is
replaced, updated and amended by Article VIII
(Indemnification) of the Amended and Restated Bylaws, which,
among other changes, provides more specificity with regard to
the extent and scope of such indemnification, and also adds
sections pertaining to severability (Section 8.1(g)) and
amendment (Section 8.2);
The Amended and Restated Bylaws add a new Article IX entitled
Changes in Nevada Law; Acquisition of Control, which provides
that references in the Amended and Restated Bylaws to the
laws of the State of Nevada or the NRS or to any provision
thereof shall be to such law as it existed on the date the
Amended and Restated Bylaws were adopted or as such law
thereafter may be changed, subject to certain limitations;
Article VIII of the Prior Bylaws, entitled Amendments, is
replaced, updated and amended by Article X (Amendment or
Repeal) of the Amended and Restated Bylaws.

The Amended and Restated Bylaws also include a number of
clerical, technical, conforming and clarifying changes.

The foregoing description is qualified in its entirety by
reference to the Amended and Restated Bylaws, effective as of
November 14, 2016, which is filed as Exhibit 3.1 to this report
and incorporated herein by reference.

Item 9.01 Financial Statements And Exhibits

(d)Exhibits

Exhibit No. Description
3.1 Amended and Restated Bylaws of Lion Biotechnologies, Inc.,
effective as of November 14, 2016.


About LION BIOTECHNOLOGIES, INC. (NASDAQ:LBIO)

Lion Biotechnologies, Inc. is a clinical-stage biotechnology company. The Company is focused on developing and commercializing cancer immunotherapy products designed to harness the power of a patient’s own immune system to eradicate cancer cells. The Company’s lead pipeline candidate, LN-144, is an adoptive cell therapy using tumor-infiltrating lymphocytes (TIL) to treat patients with refractory metastatic melanoma. The Company develops a portfolio of TIL-based products for the treatment of solid tumors. In addition to LN-144, the Company intends to develop additional TIL-based pipeline products to treat a range of solid tumors. It develops LN-145 to treat cervical and head and neck cancers. TIL therapy involves growing a patient’s TIL in special culture conditions outside the patient’s body, or ex vivo, and then infusing the T cells back into the patient in combination with interleukin-2 (IL-2).

LION BIOTECHNOLOGIES, INC. (NASDAQ:LBIO) Recent Trading Information

LION BIOTECHNOLOGIES, INC. (NASDAQ:LBIO) closed its last trading session up +0.10 at 7.55 with 410,490 shares trading hands.

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