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    Adamis Pharmaceuticals Corporation filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

    1/23/24 5:22:31 PM ET
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    Biotechnology: Pharmaceutical Preparations
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    false --12-31 0000887247 0000887247 2024-01-22 2024-01-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

     

    FORM 8-K

     

         

    CURRENT REPORT

     

         

    PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

     

    Date of report (Date of earliest event reported): January 22, 2024

     

         

    DMK PHARMACEUTICALS CORPORATION
    (Exact Name of Registrant as Specified in Charter)

     

    Delaware   0-26372   82-0429727
    (State or other jurisdiction of
    incorporation)
      (Commission File Number)   (IRS Employer Identification No.)

     

    11622 El Camino Real, Suite 100
    San Diego, CA
      92130
    (Address of Principal Executive Offices)   (Zip Code)

     

    Registrant’s telephone number, including area code: (858) 997-2400

     

    (Former name or Former Address, if Changed Since Last Report.)

     

         

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Securities registered pursuant to Section 12(b) of the Exchange Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on
    which registered
    Common Stock   DMK   NASDAQ Capital Market

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

      Emerging growth company ☐

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

     

     

     

     

     

     

    Item 3.03 Material Modification to Rights of Security Holders.

     

    The information set forth in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.03.

     

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

     

    Effective January 22, 2024, DMK Pharmaceuticals Corporation (the “Company”) amended and restated its Amended and Restated Bylaws (the “Amended and Restated Bylaws”), to provide that, at all meetings of stockholders, the presence, in person, by remote communication, if applicable, or by proxy, of both (i) the holders of at least one-third of the voting power of the capital stock issued and outstanding and entitled to vote on one or more matters to be voted on at the meeting, and (ii) the holders of at least one-third of all issued and outstanding shares of Common Stock entitled to vote, shall constitute a quorum at all meetings of the stockholders for the transaction of business.

     

    A Copy of the Amended and Restated Bylaws is filed as Exhibit 3.1 with this Current Report on Form 8-K and is incorporated herein by reference. 

     

    Item 9.01 Financial Statements and Exhibits

     

    Exhibit No. Description
    3.1 Amended and Restated Bylaws of DMK Pharmaceuticals Corporation
    104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

     

     

     

    SIGNATURE

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

      DMK PHARMACEUTICALS CORPORATION  
           
           
    Dated:  January 23, 2024 By: /s/ Seth A. Cohen  
      Name: Seth A. Cohen  
      Title: Chief Financial Officer  

     

     

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