Tyme Technologies, Inc. (OTCMKTS:TYMI) Files An 8-K Material Modification to Rights of Security HoldersItem 3.03
Effective April2, 2018, the Company amended its Amended and Restated Articles of Incorporation to (1)implement a classified Board of Directors, (2)authorize the Board of Directors to exclusively fill any and all vacancies occurring on the Board, (3)authorize the Board of Directors to exclusively have the power to change, and set, the size of the Board, and authorize the Board of Directors to exclusively have the power to call a special meeting of stockholders (the “Charter Amendment”). The Company also amended and restated its By-Laws (the “Amended and Restated By-Laws”) with corresponding changes consistent with the Charter Amendment and updates to the director nomination provisions and advance notice of stockholder-proposed business provisions, including requirements for stockholders proposing such items to provide disclosure about derivative or short positions, among other things.
As previously disclosed in the Company’s definitive information statement filed March9, 2018 (the “Information Statement”), the Charter Amendment was approved and adopted by the written consent of a majority of the stockholders of the Company in accordance with the applicable provisions of the Delaware General Corporation Law, the Amended and Restated Articles of Incorporation, and the Company’s By-Laws.
The summaries of the Charter Amendment and Amended and Restated By-Laws set forth in this report do not purport to be complete and are qualified in their entirety by reference to the text of the Charter Amendment and Amended and Restated By-Laws, copies of which are being filed hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
| Item 3.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information in Item 3.03 is incorporated into this Item 3.03 by reference.
As previously disclosed in the Information Statement, the Company has adopted an amendment to its 2015 Equity Incentive Plan and has amended and restated its 2016 Stock Option Plan for Non-Employee Directors. Those documents are attached hereto as Exhibits 99.1 and 99.2 Attached hereto as exhibit 99.3 and 99.4 are forms of award agreements to be used in connection with grants of awards under such plans.
| Item 3.03 | Financial Statements and Exhibits. |
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Exhibit Number |
Description |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Tyme Technologies, Inc., effective April2, 2018. |
| 3.2 | Amended and Restated By-Laws of Tyme Technologies, Inc., effective April2, 2018. |
| 99.1 | Amendment No.2 to the Tyme Technologies, Inc. 2015 Equity Incentive Plan, effective February5, 2018. |
| 99.2 | Amended and Restated 2016 Stock Option Plan for Non-Employee Directors, effective February5, 2018. |
| 99.3 | Form of Nonqualified Stock Option Agreement under the Tyme Technologies, Inc. 2015 Equity Incentive Plan |
| 99.4 | Form of Nonqualified Stock Option Agreement under the Tyme Technologies, Inc. 2016 Stock Option Plan for Non-Employee Directors |
TYME TECHNOLOGIES, INC. ExhibitEX-3.1 2 d544305dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation of Tyme Technologies,…To view the full exhibit click here
About Tyme Technologies, Inc. (OTCMKTS:TYMI)
Tyme Technologies, Inc., formerly Global Group Enterprises Corp., conducts majority of its research and development activities and other business operations, through its subsidiary, Tyme Inc. (Tyme). Tyme is a clinical-stage biopharmaceutical company. Tyme is focused on the development and commercialization of highly targeted cancer therapeutics with a range of oncology indications. The Company’s another subsidiary, Luminant Biosciences, LLC, conducts the initial research and development of the Company’s therapeutic platform. The Company is formulating its regulatory and drug development program for its lead drug candidate, SM-88, and working towards the initiation of its Phase II clinical trial. The Company is also evaluating the expansion of its Phase II program to other types of cancer. The Company has not generated any revenue.