Pulse Biosciences, Inc. (NASDAQ:PLSE) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year
On September 29, 2017, the Board of Directors (the “Board”) of Pulse Biosciences, Inc. (the “Company”) amended and restated the Company’s bylaws (as so amended and restated, the “Bylaws”) to, among other things:
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update the procedures for annual and special meetings of the Company’s stockholders, including to permit a stockholder holding at least ten percent (10%) of the Company’s outstanding shares of common stock to call a special meeting; |
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permit actions by stockholders to be taken only at an annual or special meeting, and not through an action by written consent; |
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implement advance notice provisions for director nominations, or other business to be brought, by a stockholder at a meeting of the Company’s stockholders; |
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clarify the mechanisms for granting of proxies, including limiting any stockholder proxy to seven years; |
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updatethe procedures to appoint inspector(s) of elections; |
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amend certain general corporate provisions, including those related to procedures of the Board and committees thereof and the mechanisms for delivery of notice of special meetings of the Board; |
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update and clarify certain general corporate provisions, including those related to maintenance of the Company’s stock ledger and execution of stock certificates; |
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update the Company’s indemnification provisions; |
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permit removal of directors as permitted under the Nevada Revised Statutes (“NRS”); |
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opt-out of the provisions of the NRS Sections 78.378 to 78.3793, inclusive, or any successor statutes, relating to acquisitions of controlling interests; and |
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conform various provisions of the Bylaws more closely with the requirements of the NRS. |
The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
The following exhibit is filed herewith:
Pulse Biosciences, Inc. ExhibitEX-3.1 2 plse-20171002xex3_1.htm EX-3.1 Exhibit 3.1 AMENDED AND RESTATED CORPORATE BYLAWS OF Pulse Biosciences,…To view the full exhibit click here
About Pulse Biosciences, Inc. (NASDAQ:PLSE)
Pulse Biosciences, Inc., formerly Electroblate, Inc., is a development-stage medical device company using a platform technology called Nano-Pulse Electro-Signaling (NPES). NPES is a local and drug-free technology that utilizes nanosecond pulsed electric fields to induce cell signaling and the activation of cellular pathways in tissue. NPES provides treatment in a range of dermatology and aesthetic applications. It offers treatment for minimally invasive applications, such as cardiac ablation, lung disease, Barret’s esophagus, thyroid nodules, and ear, nose and throat (ENT) papillomas. The Company is developing a system for the delivery of NPES treatments, identified as the PulseTx system (PulseTx). The PulseTx system delivers NPES pulses through its tunable pulse generator and its planned suite of electrodes. The PulseTx system pulses are applied directly to tissue through electrodes, creating transient nanometer pores in cell and organelle membranes.