VICAL INCORPORATED (NASDAQ:VICL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

VICAL INCORPORATED (NASDAQ:VICL) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 9.01. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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On November 28, 2018, the Board of Directors of Vical Incorporated (the “Company”) adopted an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), effective immediately, to add a new Article X to the Bylaws. The new provision provides that, unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (c) any action asserting a claim arising to any provision of the General Corporation Law of Delaware, the certificate of incorporation or the bylaws of the Company, or (d) any action asserting a claim governed by the internal affairs doctrine.

The foregoing summary of the Amendment is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


VICAL INC Exhibit
EX-3.1 2 exh_31.htm EXHIBIT 3.1 Exhibit 3.1   Amendment to Amended and Restated Bylaws of Vical Incorporated   The Bylaws (the “Bylaws”) of Vical Incorporated,…
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About VICAL INCORPORATED (NASDAQ:VICL)

Vical Incorporated researches and develops biopharmaceutical products based on its deoxyribonucleic acid (DNA) delivery technologies for the prevention and treatment of life-threatening diseases. The Company has approximately four active, independent, or partnered development programs in the areas of infectious disease including Phase III clinical trial of ASP0113 for prevention of cytomegalovirus (CMV) reactivation in stem cell transplant recipients and Phase II clinical trial of ASP0113 for prevention of CMV infection in kidney transplant recipients; Phase I/II clinical trial of its therapeutic genital herpes vaccine, designed to reduce viral shedding and genital herpes lesions in herpes simplex virus type 2 (HSV-2) infected patients; an ongoing Phase I program of VL-2397 for invasive fungal infections, and completed preclinical program, with an allowed investigational new drug application (IND) using its CyMVectin prophylactic vaccine formulated with its Vaxfectin adjuvant.

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