PLx Pharma Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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*On April 13, 2023, our Common Stock began trading on the OTC Pink Marketplace maintained by the OTC Markets Group, Inc. under the symbol “PLXPQ.”
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed, on April 13, 2023, PLx Pharma Winddown Corp. (formerly known as PLx Pharma Inc.) (the “Company”) and its wholly-owned subsidiary, PLx Opco Winddown Corp., filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code. The filing was made in the United States Bankruptcy Court for the District of Delaware. The Chapter 11 proceedings are being jointly administered under the caption In re PLx Pharma Winddown Corp., et al., Case No. 23-10456 (the “Chapter 11 Cases”).
In connection with the Chapter 11 Cases, on June 30, 2023, the Company terminated the employment of Natasha Giordano, President and Chief Executive Officer, and of Rita O’Connor, Chief Financial Officer and Head of Manufacturing and Supply Chain. Effective as of July 1, 2023, Ms. O’Connor entered into a consulting arrangement with the Company.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July 7, 2023, the Board of Directors of the Company approved, and adopted effective as of such date, an amendment (the “Amendment”) to its Amended and Restated Bylaws (the “Bylaws”). The Amendment amends Article 6 of the Bylaws to clarify the requirements regarding officers of the Company and to make certain other clarifying changes.
The foregoing summary is qualified in its entirety by reference to the Amendment attached hereto as Exhibit 3.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
| 3.1 | Amendment No. 1 to Amended and Restated Bylaws of the Company. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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 thereunto duly authorized.
| PLx Pharma Winddown Corp. | ||
| Date: July 7, 2023 | By: |
/s/ John Halloran |
| John Halloran | ||
| Deputy Chief Restructuring Officer | ||
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