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