Progenics Pharmaceuticals, Inc. (NASDAQ:PGNX) 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 April 1, 2019, the Board of Directors (the “Board”) of Progenics Pharmaceuticals, Inc. (“Progenics” or “the Company”) approved an amendment and restatement of Progenics’ bylaws (the “Bylaws” and as amended and restated, the “Amended Bylaws”) to provide stockholders of the Company the opportunity to raise important matters both on an annual basis at the Company’s annual meeting of stockholders as well as at special meetings held outside the annual meeting process. The amendment and restatement is effective immediately and as follows:
Section 3.03 (Special Meetings) allows the secretary to call special meetings of the stockholders upon the written request by record holder(s) who:
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represent in the aggregate at least 20% of the outstanding shares of common stock of the Company which shares are determined to be “Net Long Shares” (as defined in Section 3.03(a) of the Amended Bylaws) (the “Requisite Percentage”); |
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have held such shares continuously for at least one year prior to the date such special meeting request is delivered to the Company; and |
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have complied in full with the requirements set forth in the Amended Bylaws. |
A special meeting request must include:
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the of the record holders and of each of the beneficial owners, if any, on whose behalf the special meeting request is being made; |
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documentary evidence of the number of Net Long Shares owned by the requesting stockholder(s) as of the date of delivery; |
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documentary evidence that Net Long Shares have been held continuously for the required one-year period by the requesting record holder(s) and/or beneficial owner(s); |
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an acknowledgment that any decrease in the number of Net Long Shares held after the special meeting request is delivered will be deemed a revocation with respect to such shares and that such shares will no longer be included in determining whether the Requisite Percentage has been satisfied; and |
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a commitment to continue to satisfy the Requisite Percentage and promptly notify the Company upon any decrease occurring between the special meeting request delivery and the date of the stockholder requested special meeting. |
In addition to the above:
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Each requesting stockholder is required to update the special meeting request as necessary. |
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Any updates must be received by the secretary not later than five business days after the record date for determining the stockholders entitled to receive notice of such meeting. |
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Requesting stockholders must promptly provide any other information reasonably requested by the Company. |
Any stockholder requested special meeting shall not be held more than 90 days after a special meeting request.
The descriptions of the changes in the Amended Bylaws contained in this Current Report on Form 8-K do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Bylaws, a copy of which is attached hereto as Exhibit 3.2 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
d)Exhibits.
PROGENICS PHARMACEUTICALS INC Exhibit
EX-3.2 2 ex_139654.htm EXHIBIT 3.2 ex_139654.htm Exhibit 3.2 BY-LAWS of PROGENICS PHARMACEUTICALS,…
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About Progenics Pharmaceuticals, Inc. (NASDAQ:PGNX)
Progenics Pharmaceuticals, Inc. is engaged in developing medicines and other products for targeting and treating cancer. The Company’s products in development include therapeutic agents designed to target cancer and imaging agents, which focuses on enabling clinicians and patients to accurately visualize and manage their diseases. The Company’s EXINI Bone BSI is an analytical tool that employs an artificial intelligence-based approach to apply techniques of statistical analysis and pattern recognition to quantify the information produced by bone scintigraphy (bone scan) images used to view cancer present in the skeleton. The EXINI Bone BSI tool reads bone scans and produces an automated Bone Scan Index quantification. The Company’s clinical-stage products include AZEDRA, 1404 (trofolastat), PyL ([18F] DCFPyL), 1095 and PSMA ADC. The Company’s partnered products include Relistor-Subcutaneous injection, Relistor-Oral Tablets and PRO 140.