PUMA BIOTECHNOLOGY, INC. (NASDAQ:PBYI) Files An 8-K Material Modification to Rights of Security Holders
Item3.03.
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Material Modification to Rights of Security Holders. |
The information set forth below under Item 5.03 of this Current
Report on Form 8-K is incorporated herein by reference.
| Item5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May3, 2017, the Board of Directors (the Board) of Puma
Biotechnology, Inc. (the Company) approved and adopted the Second
Amended and Restated Bylaws (the Amended Bylaws), which became
effective immediately upon approval by the Board on May3, 2017,
and include, among others, the changes described below.
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Article I, Section1 of the former bylaws. The deletion reflects the Companys election to be governed by Section155 of the General Corporation Law of the State of Delaware (the DGCL) with respect to fractions of shares. |
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Article I, Section7 of the Amended Bylaws. Clarifies and amends requirements and procedures applicable to the stockholders ability to take corporate action by written consent without a meeting. Specifically, this amendment, among other things, provides that (i)holders of at least 25% the voting power of the Companys outstanding capital stock must request a record date for any action to be taken by written consent and must provide all information requested by the Company in connection therewith and (ii)that such request must contain evidence showing the required stock ownership of the stockholders requesting the action by written consent. Furthermore, Section 7(i) of the Amended Bylaws provides the requirements applicable to a solicitation of stockholder action by written consent by or at the direction of the Board. |
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Article II, Sections 2 and 3 of the Amended Bylaws. Clarifies the composition of the Board and the term of a director elected between annual meetings of stockholders. |
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Article II, Section4 of the Amended Bylaws. Implements a 24 hour notice requirement before regular meetings of the Board. |
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Article II, Section8 of the former bylaws. The Amended Bylaws delete this provision relating to the right of the Board to create a Board of Advisers. |
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Article III of the Amended Bylaws. Adds the Chief Executive Officer and the Chief Financial Officer to the list of officers of the Company. Clarifies that only an Executive Chairman, or Vice-Chairman, of the Board is considered an officer of the Company. Provides the Secretary and the Assistant with the power to select a designee to record corporate meetings and actions. |
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Article V, paragraph (a)of the Amended Bylaws. Clarifies when the Company indemnifies its directors, officers and other qualifying indemnified persons. |
The Amended Bylaws also incorporate current provisions of the
DGCL and various conforming, ministerial and other related
changes.
The foregoing description of the Amended Bylaws is qualified in
its entirety by reference to the full text of the Amended
Bylaws, a copy of which is attached as Exhibit 3.1 hereto and
incorporated herein by reference. A copy of the Amended Bylaws
marked to show changes from the previous bylaws is also attached
as Exhibit 3.2.
| Item9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 3.1 |
Second Amended and Restated Bylaws of Puma Biotechnology, Inc. |
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| 3.2 |
Marked Second Amended and Restated Bylaws of Puma Biotechnology, Inc. |
About PUMA BIOTECHNOLOGY, INC. (NASDAQ:PBYI)
Puma Biotechnology, Inc. is a biopharmaceutical company that focuses on the development and commercialization of products for the treatment of cancer. The Company focuses on in-licensing the global development and commercialization rights to over three drug candidates, including PB272 (neratinib (oral)), which the Company is developing for the treatment of patients with human epidermal growth factor receptor type 2 (HER2), positive breast cancer, and patients with non-small cell lung cancer, breast cancer and other solid tumors that have a HER2 mutation; PB272 (neratinib (intravenous)), which the Company is developing for the treatment of patients with advanced cancer, and PB357, which is an orally administered agent. Neratinib is a potent irreversible tyrosine kinase inhibitor (TKI) that blocks signal transduction through the epidermal growth factor receptors (EGFRs), HER1, HER2 and HER4. PUMA BIOTECHNOLOGY, INC. (NASDAQ:PBYI) Recent Trading Information
PUMA BIOTECHNOLOGY, INC. (NASDAQ:PBYI) closed its last trading session down -1.70 at 29.00 with 4,248,673 shares trading hands.
