Tetraphase Pharmaceuticals, Inc. (NASDAQ:TTPH) Files An 8-K Material Modification to Rights of Security Holders

ME Staff 8-k
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Tetraphase Pharmaceuticals, Inc. (NASDAQ:TTPH) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03.

The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 26, 2019 (the “Effective Date”), Tetraphase Pharmaceuticals, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Certificate of Amendment”), which effected, at 5:00 p.m. Eastern Time on September 26, 2019, a one-for-twenty reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, $0.001 par value per share (the “Common Stock”).

As a result of the Reverse Stock Split, every twenty shares of Common Stock issued and outstanding was converted into one share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to receive a proportional cash payment.

The Reverse Stock Split did not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding securities entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including stock options, restricted stock units and warrants, were adjusted as a result of the Reverse Stock Split, as required by the terms of those securities.

At the Company’s special meeting of stockholders held on September 25, 2019 (the “Special Meeting”), the stockholders of the Company voted to approve the Certificate of Amendment. On September 25, 2019, the Board of Directors of the Company also approved and authorized the filing of the Certificate of Amendment following its approval by the stockholders.

The Common Stock began trading on a Reverse Stock Split-adjusted basis when the market opened on September 27, 2019.

The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.

The Company’s stockholders voted in the following manner with respect to the following proposal at the Special Meeting. No other matters were considered or voted upon at the Special Meeting.

(d) Exhibits

3.1    Certificate of Amendment to Restated Certificate of Incorporation of Tetraphase Pharmaceuticals, Inc.


TETRAPHASE PHARMACEUTICALS INC Exhibit
EX-3.1 2 d809352dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF TETRAPHASE PHARMACEUTICALS,…
To view the full exhibit click here

About Tetraphase Pharmaceuticals, Inc. (NASDAQ:TTPH)

Tetraphase Pharmaceuticals, Inc. (Tetraphase) is a clinical-stage biopharmaceutical company. The Company uses its chemistry technology to create antibiotics for multidrug-resistant infections. It is developing its lead product candidate, eravacycline, a fully synthetic tetracycline derivative, as a spectrum intravenous (IV) and oral antibiotic for use as a first-line empiric monotherapy for the treatment of multidrug-resistant infections. It has developed eravacycline using its chemistry technology. The Company’s TP-271 is a fully synthetic spectrum preclinical compound that the Company developed for respiratory diseases caused by bacterial biothreat pathogens. The Company created TP-271 using its chemistry technology. In its development program for TP-271, the Company has conducted a number of in vitro, toxicology and animal studies to evaluate the efficacy of TP-271 against biothreat pathogens. It also develops TP-6076 for multidrug-resistant Gram- negative infections.