Backblaze Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
$BLZE
Computer Software: Prepackaged Software
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 205490
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
December 11, 2024 (December 5, 2024 )
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
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| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(650 ) 352-3738
Registrant's telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report.)
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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Item 5.03 Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year
On December 5, 2024, the board of directors of Backblaze, Inc. (the “Company”) approved and adopted Amended and Restated Bylaws of the Company (the bylaws, as so amended and restated, the “Amended and Restated Bylaws”), which became effective immediately upon such approval and adoption. The Amended and Restated Bylaws supersede and replace the Company’s bylaws in effect immediately prior to the adoption of the Amended and Restated Bylaws.
The Amended and Restated Bylaws were amended to make, among other things, a number of ministerial and administrative or otherwise immaterial modifications intended to update various provisions and to provide clarification and consistency, including a modification of the time in which the Company’s Secretary will respond to a nominating stockholder’s request for a written questionnaire from 10 days to five business days. The Amended and Restated Bylaws were also amended to clarify that if any Proposing Person (as defined in the Amended and Restated Bylaws) fails to comply with the requirements of Rule 14a-19 under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Company that such requirements have been met), then the Company will disregard the nomination of each of the director nominees proposed by such Proposing Person and any proxies or votes solicited for such nominees. The Amended and Restated Bylaws also were amended to remove the provision allowing for the Company’s Chief Executive Officer to call a special meeting of the stockholders.
The foregoing description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||||||||||||||||||||
| 3.1 | ||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | 12/11/2024 | Backblaze, Inc. | |||||||||
| By: | /s/ Marc Suidan | ||||||||||
| Marc Suidan, Chief Financial Officer | |||||||||||