Progenity Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Series X Preferred Stock
On November 21, 2022, Biora Therapeutics, Inc. (the “Company”) filed the Certificate of Designation of Series X Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, in connection with the preferred stock dividend previously disclosed on the Company’s Current Report on Form 8-K filed on November 10, 2022 (the “Dividend 8-K”). The description of the Series X Preferred Stock contained in the Dividend 8-K is incorporated herein by reference.
A copy of the Certificate of Designation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Bylaw Amendment
Effective November 28, 2022, the board of directors of the Company adopted the Third Amended and Restated Bylaws of the Company (the “Bylaws”). The Bylaws, among other things, modify the quorum requirement such that the presence, in person or by proxy, of the holders of one-third of the voting power of the shares of capital stock issued and outstanding and entitled to vote (rather than the majority of the voting power of the stock outstanding and entitled to vote), including at least one-third of the outstanding shares of common stock, constitutes a quorum for the transaction of business at stockholder meetings.
The foregoing summary of the changes effected by the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which are attached hereto as Exhibit 3.2 and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 3.1 | Certificate of Designation for Series X Preferred Stock | |
| 3.2 | Third Amended and Restated Bylaws of the Company | |
| 104 | Cover Page Interactive Data File (formatted in 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.
| Biora Therapeutics, Inc. | ||||||
| Date: November 28, 2022 | By: | /s/ Eric d’Esparbes | ||||
| Eric d’Esparbes Chief Financial Officer | ||||||