ADMA Biologics Inc filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
|
(Exact name of registrant as specified in its charter)
|
|
|
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
(Former name or former address, if changed since last report.)
|
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
• |
Article IV, Section 6(b) of the Second Amended and Restated Bylaws reduces the threshold of the holders of the voting power of all then outstanding shares of capital stock of the Company entitled to
vote generally at an election of directors required to remove a director with cause (subject to any limitation imposed by law) from sixty-six and two-thirds percent (66 2/3%) of such holders to a majority of such holders; and
|
• |
The Second Amended and Restated Bylaws add Article XV, which requires, among other things, that (i) certain proceedings be exclusively brought in the Court of Chancery of the State of Delaware, or
other courts of competent jurisdiction within the State of Delaware or the U.S. District Court for the District of Delaware, subject to such court having personal jurisdiction over the named defendants, and (ii) unless the Company consents in
writing to the selection of an alternative forum, the federal district courts of the United States be the exclusive forum for the resolution of any complaint asserting a cause of action against the Company or its officers and directors
arising under the Securities Act of 1933, as amended.
|
Item 9.01 |
Exhibits.
|
(d)
|
Exhibits
|
Exhibit No.
|
Description
|
Second Amended and Restated Bylaws of ADMA Biologics, Inc.
|
|
104
|
Cover Page Interactive Data File (embedded with the Inline XBRL document)
|
June 28, 2024
|
ADMA Biologics, Inc.
|
||
By:
|
/s/ Adam S. Grossman
|
||
Name:
|
Adam S. Grossman
|
||
Title:
|
President, Chief Executive Officer and Interim Chief Financial Officer
|