Trovagene,Inc. (NASDAQ:TROV) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
On June8, 2018, Trovagene, Inc. (the “Company”) filed a Certificate of Designation of Preferences, Rights and Limitations (the “Series B COD”) of Series B Convertible Preferred Stock (the “Series B Preferred Stock”) with the Secretary of State of the State of Delaware to which the Company designated 8,860 shares of preferred stock as Series B Preferred Stock in connection with the public offering of its securities. Each share of Series B Preferred Stock has a stated value of $1,000 per share and is convertible into shares of the Company’s common stock at a price of $1.00 per share. Holders of Series B Preferred Stock are prohibited from converting such shares into shares of the Company’s common stock if, as a result of such conversion, the holder, together with its affiliates, would beneficially own more than 4.99% (or upon the election by a holder prior to the issuance of any shares of Series B Preferred Stock, 9.99%) of the total number of shares of the Company’s common stock then issued and outstanding (the “Beneficial Ownership Limitation”). Upon the liquidation, dissolution orwinding-up of the Company,holders of Series B Preferred Stock will be entitled to receive the same amount that a holder of the Company’s common stock would receive if the Series B Preferred Stock were fully converted into shares of the Company’s common stock disregarding the Beneficial Ownership Limitation. Holders of shares of Series B Preferred Stock will be able to vote such shares on anas-converted basis; provided, however, in no event will a holder be entitled to vote a number of shares in excess of the Beneficial Ownership Limitation. In addition, the affirmative vote of the holders of a majority of the then outstanding shares of Series B Preferred Stock will be required to, (a)alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock, (b)amend the Company’s Amended and Restated Certificate of Incorporation, as amended, or other charter documents in any manner that materially adversely affects any rights of the holders of Series B Preferred Stock, (c)increase the number of authorized shares of Series B Preferred Stock, or (d)enter into any agreement with respect to any of the foregoing. Holders of Series B Preferred Stock will not be entitled to receive any dividends, unless and until specifically declared by the Company’s Board of Directors. The holders of the Series B Preferred Stock will participate, on anas converted basis with respect to any dividends payable to the holders of the Company’s common stock.
The foregoing description of the Series B Preferred Stock is not complete and is qualified in its entirety by reference to the full text of the Series B COD, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On June12, 2018, the Company issued a press release announcing the closing of a public offering of $18,000,000 which consisted of 9,140,000 ClassA Units and 8,860 ClassB Units. The Company has granted the underwriters a 45-day option to purchase an additional 2,700,000 shares of common stock and/or warrants to purchase an additional 2,700,000 shares of common stock.In connection with the closing of this offering, the underwriters have partially exercised their over-allotment option and purchased an additional 2,700,00 warrants. The underwriters have retained the right to exercise the balance of their over-allotment option within the 45-day time period. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form8-K. In addition, a copy of the warrant is filed as Exhibit 4.1 to this Current Report on Form 8-K.
Item 5.03. Financial Statements and Exhibits
(d) Exhibits.
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Trovagene, Inc. ExhibitEX-3.1 2 d601889dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 Delaware The First State I,…To view the full exhibit click here
About Trovagene,Inc. (NASDAQ:TROV)
Trovagene, Inc. (TrovaGene) is a molecular diagnostic company. The Company focuses on the development and commercialization of a molecular diagnostic technology for use in disease detection and monitoring across a range of medical disciplines. Its primary internal focus is to leverage its cell-free molecular diagnostic platform to facilitate improvements in the field of oncology, while its external focus includes entering into license agreements or collaborations to develop its technology in areas, such as infectious disease, transplant medicine and prenatal genetics. It has ongoing clinical collaborations to demonstrate the ability to determine and monitor mutational status and response to therapy in lung, colon, pancreatic and skin cancer. It uses its molecular diagnostic technology for the detection of cell-free deoxyribonucleic acid (DNA) originating from diseased cell death that can be isolated and detected from urine, blood and tissue samples to develop disease management.
